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. 252 OF 2007 NO. 252 OF 2007 NO. 252 OF 2007 connected connected connected with with with COMPANY APPLICATION COMPANY APPLICATION COMPANY APPLICATION NO.132 NO.132 NO.132 OF 2007 OF 2007 OF 2007 WADA WADA WADA ALUMS ALUMS ALUMS AND ACIDS PRIVATE LIMITED AND ACIDS PRIVATE LIMITED AND ACIDS PRIVATE LIMITED .... .... .... Petitioner company Petitioner company Petitioner 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. The sanction of the Court has been sought to a The sanction of the Court has been sought to a The sanction of the Court has been sought to a scheme scheme scheme of of of demerger under sections 391 to 394 of the demerger under sections 391 to 394 of the demerger under sections 391 to 394 of the Companies Companies Companies Act, 1956. As a result of the proposed Act, 1956. As a result of the proposed Act, 1956. As a result of the proposed scheme scheme scheme the manufacturing division of the demerged the manufacturing division of the demerged the manufacturing division of the demerged company company company (the Petitioner in Company Petition No.252 (the Petitioner in Company Petition No.252 (the Petitioner in Company Petition No.252 of of of 2007) shall stand transferred to and vested in 2007) shall stand transferred to and vested in 2007) shall stand transferred to and vested in the the the resulting company (the Petitioner in Company resulting company (the Petitioner in Company resulting company (the Petitioner in Company Petition Petition Petition No.253 No.253 No.253 of 2007). The resulting company is of 2007). The resulting company is of 2007). The resulting company is a listed listed listed company which has obtained an NOC from the company which has obtained an NOC from the company which has obtained an NOC from the Bombay Bombay Bombay Stock Exchange. The appointed date under Stock Exchange. The appointed date under Stock Exchange. The appointed date under the the the scheme is 1st April, 2006. scheme is 1st April, 2006. scheme is 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, details have been placed before the details have been placed before the details have been placed before the court court court by learned counsel on behalf of the by learned counsel on behalf of the by learned counsel on behalf of the petitioner petitioner petitioner which are as follows : which are as follows : which are as follows : 2 a)a) a) As regards the demerged company (i) As regards the demerged company (i) As regards the demerged company (i) letters letters letters of consent were obtained from all of consent were obtained from all of consent were obtained from all the the the equity share holders (ii) the meeting of equity share holders (ii) the meeting of equity share holders (ii) the meeting of the the the secured creditors was dispensed with on secured creditors was dispensed with on secured creditors was dispensed with on the the the undertaking, undertaking, undertaking, individual notices shall be individual notices shall be individual notices shall be given given given to to to all the secured creditors which has all the secured creditors which has all the secured creditors which has been been been done; done; done; (iii) (iii) (iii) The The The meeting of the unsecured creditors meeting of the unsecured creditors meeting of the unsecured creditors was was was dispensed on an undertaking to furnish dispensed on an undertaking to furnish dispensed on an undertaking to furnish individual individual individual notices to the unsecured notices to the unsecured notices to the unsecured creditors creditors creditors which have been furnished. which have been furnished. which have been furnished. c)c) c) As regards the resulting company (i) the As regards the resulting company (i) the As regards the resulting company (i) the meeting meeting meeting of the share holders was held on of the share holders was held on of the share holders was held on 28th 28th 28th March, 2007 on which date the proposal March, 2007 on which date the proposal March, 2007 on which date the proposal was was was approved approved approved unanimously. (ii) A meeting of unanimously. (ii) A meeting of unanimously. (ii) A meeting of the the the secured creditors was dispensed with on secured creditors was dispensed with on secured creditors was dispensed with on an an an undertaking to furnish notice to the undertaking to furnish notice to the undertaking to furnish notice to the secured secured secured creditors which has been cmplied creditors which has been cmplied creditors which has been cmplied with. with. with. (iii) Letters of consent have been (iii) Letters of consent have been (iii) Letters of consent have been obtained obtained obtained from the unsecured loan creditors from the unsecured loan creditors from the unsecured loan creditors and and and (iv) A meeting was convened of the (iv) A meeting was convened of the (iv) A meeting was convened of the unsecured secured secured creditors on 28th March, 2007 on creditors on 28th March, 2007 on creditors on 28th March, 2007 on which which which date the proposed scheme was approved date the proposed scheme was approved date the proposed scheme was approved unanimously. unanimously. unanimously. 3.3.3. The Regional Director has stated before the The Regional Director has stated before the The Regional Director has stated before the Court Court Court that there is no objection to the scheme as that there is no objection to the scheme as that there is no objection to the scheme as proposed proposed proposed being sanctioned. being sanctioned. being sanctioned. 4.4.4. There is no objection to the scheme. All the There is no objection to the scheme. All the There is no objection to the scheme. All the requisite requisite requisite statutory requirements have been statutory requirements have been statutory requirements have been fulfilled. fulfilled. fulfilled. 5.5.5. In the circumstances, the Company Petitions are In the circumstances, the Company Petitions are In the circumstances, the Company Petitions are made made made absolute in terms of prayer clauses (a) and absolute in terms of prayer clauses (a) and absolute in terms of prayer clauses (a) and (b). (b). (b). (Dr.D.Y.Chandrachud, (Dr.D.Y.Chandrachud, (Dr.D.Y.Chandrachud, J) J) J)