1 IN IN IN THE HIGH COURT OF JUDICATURE AT BOMBAY THE HIGH COURT OF JUDICATURE AT BOMBAY THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORDINARY ORDINARY ORIGINAL ORIGINAL ORIGINAL CIVIL JURISDICTION CIVIL JURISDICTION CIVIL JURISDICTION COMPANY COMPANY COMPANY PETITION PETITION PETITION NO.181 OF 2007 NO.181 OF 2007 NO.181 OF 2007 Ronuk Ronuk Ronuk Industries Private Limited .Petitioner Industries Private Limited .Petitioner Industries Private Limited .Petitioner Company Company Company WITH WITH WITH COMPANY COMPANY COMPANY PETITION NO. 182 OF 2007 PETITION NO. 182 OF 2007 PETITION NO. 182 OF 2007 Ronuk Ronuk Ronuk Chemicals Private Limited..Petitioner Chemicals Private Limited..Petitioner Chemicals Private Limited..Petitioner Company Company Company Mr.Rajesh Mr.Rajesh Mr.Rajesh Shah Shah Shah for Petitioner for Petitioner for Petitioner Mr.C.J.Jay Mr.C.J.Jay Mr.C.J.Jay for RDC for RDC for RDC CORAM CORAM CORAM : : : DR.D.Y.CHANDRACHUD, J DR.D.Y.CHANDRACHUD, J DR.D.Y.CHANDRACHUD, J DATED DATED DATED : : : 15th June, 2007 15th June, 2007 15th June, 2007 P.C. P.C. P.C. 1.1.1. Sanction of the Court is sought under sections Sanction of the Court is sought under sections Sanction of the Court is sought under sections 391 391 391 to 394 of the Companies Act, 1956 to a scheme to 394 of the Companies Act, 1956 to a scheme to 394 of the Companies Act, 1956 to a scheme of of of demerger. As a result of the scheme the demerger. As a result of the scheme the demerger. As a result of the scheme the chemical chemical chemical division of the petitioner in Company division of the petitioner in Company division of the petitioner in Company Petition Petition Petition No.182 No.182 No.182 of 2007 would be demerged and would of 2007 would be demerged and would of 2007 would be demerged and would stand stand stand transferred to the resulting company, the transferred to the resulting company, the transferred to the resulting company, the petitioner petitioner petitioner in Company Petition No.182 of 2007 with in Company Petition No.182 of 2007 with in Company Petition No.182 of 2007 with effect effect effect from the appointed date 1st April, 2006. from the appointed date 1st April, 2006. from the appointed date 1st April, 2006. 2.2.2. In so far as the statutory compliances are In so far as the statutory compliances are In so far as the statutory compliances are concerned, concerned, concerned, the following details have been the following details have been the following details have been furnished furnished furnished to the Court : to the Court : to the Court : (1) (1) (1) As regards the demerged company As regards the demerged company As regards the demerged company (Petitioner (Petitioner (Petitioner in Company Petition No.181 of in Company Petition No.181 of in Company Petition No.181 of 2007) 2007) 2007) (i) (i) (i) consent letters have been obtained consent letters have been obtained consent letters have been obtained from from from the equity share holders, preference the equity share holders, preference the equity share holders, preference share share share holders, secured creditors and holders, secured creditors and holders, secured creditors and unsecured unsecured unsecured loan creditors (2) individual loan creditors (2) individual loan creditors (2) individual notices notices notices have been served on unsecured have been served on unsecured have been served on unsecured creditors. creditors. creditors. 2 (2) (2) (2) As regards the resulting company As regards the resulting company As regards the resulting company (petitioner (petitioner (petitioner in Company Petition No.182 of in Company Petition No.182 of in Company Petition No.182 of 2007 2007 2007 (i) letters of consent have been (i) letters of consent have been (i) letters of consent have been obtained obtained obtained from the equity share holders from the equity share holders from the equity share holders and secured secured secured creditors and (ii) letters of creditors and (ii) letters of creditors and (ii) letters of consent consent consent have been obtained from the have been obtained from the have been obtained from the unsecured unsecured unsecured creditors. creditors. creditors. 2.2.2. The Regional Director has stated before the The Regional Director has stated before the The Regional Director has stated before the Court Court Court through through through counsel that there is no objection to counsel that there is no objection to counsel that there is no objection to the the the scheme as proposed being allowed. Since all scheme as proposed being allowed. Since all scheme as proposed being allowed. Since all the the the statutory obligations have been fulfilled and statutory obligations have been fulfilled and statutory obligations have been fulfilled and there there there is is is no objection before the court, it would be no objection before the court, it would be no objection before the court, it would be appropriate appropriate appropriate to allow the Company Petitions. The to allow the Company Petitions. The to allow the Company Petitions. The Company Company Company Petitions are accordingly made absolute in Petitions are accordingly made absolute in Petitions are accordingly made absolute in terms terms terms of prayer clauses (a) and (b). of prayer clauses (a) and (b). of prayer clauses (a) and (b). (Dr.D.Y.Chandrachud, (Dr.D.Y.Chandrachud, (Dr.D.Y.Chandrachud, J) J) J) 3