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Madras High Court · body

2016 DIGILAW 2107 (MAD)

Tafe Reach Limited v. .

2016-07-05

RAJIV SHAKDHER

body2016
ORDER : 1. These company petitions are preferred under Sections 391 and 394 of the Companies Act, 1956 for sanctioning the scheme of arrangement (demerger) (in short the Scheme) between the demerged company with the resulting company with effect from 01.04.2015. The Scheme is appended as Annexure 5' to the petitions. 2. M/s.Tafe Reach Limited, the petitioner in C.P.No.140 of 2016 is the demerged company and M/s.Tafe Access Limited, the petitioner in C.P.No.1141 of 2016 is the resulting company. 3. A perusal of the records shows that the respective petitioner company have complied with the formalities as prescribed under the Companies Act and the Rules framed therein. The affidavits of the equity shareholders of both the demerged and resulting companies giving their consent to the scheme is appended as Annexure 7 to these Petitions. Certificates of the Chartered Accountant have been filed stating therein that both the demerged and the resulting Company have one secured creditor and the same is annexed as Annexure 8' to these Petitions. No objection to the proposed scheme has been obtained from the secured creditors of both the demerged and resulting Company, which are appended as Annexure 9' to these Petitions. By order dated 05.04.2016 in C.A.Nos.380 to 383 of 2016, this Court dispensed with the convening, holding and conducting of the meeting of the shareholders and secured creditors of the demerged Company as well as the resulting Company for the purpose of considering and if thought fit approving with or without modification the scheme. 3.1. As far as the unsecured creditors are concerned, in the affidavit of both the petitions, it is stated that the interest of the unsecured creditors will not be adversely affected by the proposed Scheme, as the assets of both the demerged Company and the resulting company after the proposed Scheme is sanctioned will be more than its liabilities and as such, sufficient to discharge the liabilities. It is also stated that the Scheme does not envisage alteration of the rights of the unsecured creditors. 4. The Board of Directors of the demerged Company and the resulting company vide its resolution dated 04.03.2016, considered and approved the scheme and the copy of the Board resolution, which is appended as Annexure 4' to these petitions. 5. It is also stated that the Scheme does not envisage alteration of the rights of the unsecured creditors. 4. The Board of Directors of the demerged Company and the resulting company vide its resolution dated 04.03.2016, considered and approved the scheme and the copy of the Board resolution, which is appended as Annexure 4' to these petitions. 5. The petitioners state that no investigation proceedings are pending against the petitioner companies under Sections 235 to 251 or any other provisions of the Companies Act, 1956. 6. Upon notice being issued, the Regional Director, Ministry of Company Affairs has filed his report stating that he has no objection to the scheme being sanctioned. 7. I have perused the proposed scheme filed along with the company petitions. I find that the Scheme proposed is not prejudicial to the interest of any person or entity, which has a stake/interest in the petitioner companies. The said scheme as framed is not violative of any statutory provisions. 7.1. The scheme as formulated is fair, just, sound and is not contrary to any public policy or public interest. No proceedings appear to be pending under the provisions of Sections 231 to 237 of the Companies Act, 1956. All the statutory provisions appear to have been complied with. 8. Consequently, there shall be an order approving the scheme of arrangement (demerger) of the demerged company, viz., M/s.Tafe Reach Limited, the petitioner in C.P.No.140 of 2016 with the resulting Company, viz., M/s.Tafe Access Limited, the petitioner in C.P.No.141 of 2016 as provided in Annexure “5” to these petitions with effect from 01.04.2015, as per the procedure laid down under Sections 391 and 394 of the Companies Act. Needless to say the procedure prescribed will be duly complied with. 8.1. It is made clear, that this order will not be construed as an order granting exemption from payment of stamp duty or, taxes or, any other charges, if any, payable, as per the relevant provisions of law or, from any applicable permissions that may have to be obtained or, even compliances that may have to be made, as per the mandate of law. 9. The learned Senior Central Government Standing Counsel will be entitled to a fee of Rs.5,000/-, which shall be paid by the demerged company. 10. The above petitions are disposed of in the aforementioned terms.