← Library
Madras High CourtCP/101/2016disposed of

Faaber Paints Private Limited v.

2016-06-01Honourable Mr Justice Rajiv Shakdher5 pages

IN THE HIGH COURT OF JUDICATURE AT MADRAS

RESERVED ON : 26.04.2016 DELIVERED ON : 01.06.2016 Coram The Honourable Mr.Justice RAJIV SHAKDHER C.P.No. 101 of 2016 Faaber Paints Private Limited No.201 & 211, Thirumazhisai chennai - 600 124 represented by its Authorised Signatory Ms.Priyam Dhamankar .. Petitioner/Demerged Company Petitions filed under sections 391 to 394 of the Companies Act, 1956 to sanction the scheme of arrangement (demerger). For Petitioner :

Ms/P.Megana Nair Mr.G.Venkatesan for Regional Director Ministry of Company Affairs Chennai ----

O R D E R

This Company Petition is preferred under Sections 391 and 394 of the Companies Act, 1956 for sanctioning the scheme of arrangement (demerger) (in short Scheme) between the Demerged company with the Resulting company with effect from 1st January 2016. The Scheme is appended as Annexure 'D' to the petition.

2. The petitioner in this petition is the Demerged Company and M/s.PPG Asian Paints Private Limited is the Resulting Company. The registered office of the Resulting company is situated at 6A, Shantinagar, Santacruz (East), Mumbai - 400 055. 2.1 It is stated that by order dated 12.02.2016 passed in C.A.No.70 of 2016, the Bombay High Court dispensed with the convening and holding of the meeting of the equity shareholders of the Resulting Company and the Company Petition to sanction the Scheme is pending before the Bombay High Court.

3. A perusal of the records shows that the 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 the petitioner company giving their consent to the scheme are appended as Annexure E to the petition. 3.1. By order dated 26.2.2016 passed in C.A.No.201 of 2016, this Court dispensed with the convening, holding and conducting of the meeting of the shareholders of the Demerged Company for the purpose of considering and if thought fit approving with or without modification the scheme. It is stated that the petitioner company has no secured creditor and the certificate of the Chartered Accountant confirming the same is filed at Page No.107 of the typed set of papers.

3.2. The Board of Directors of the Demerged Company vide its resolution dated 01.06.2015, considered and approved the scheme and the copy of the Board resolution is appended as Annexure F to the petition.

4. The petitioner states that no investigation proceedings are pending against the petitioner company under Sections 235 to 251 or any other provisions of the Companies Act, 1956.

5. 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.

6. I have perused the scheme filed along with the company petition. I find that the Scheme is not prejudicial to the interest of any person or entity, which has a stake/interest in the petitioner company. The said scheme as framed is not violative of any statutory provisions. 6.1. 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.

7. Consequently, subject to the approval of the Scheme by the Bombay High Court, there shall be an order approving to the scheme of arrangement (demerger) of the Demerged company, viz., M/s.Faaber Paints Private Limited, the petitioner in the petition with the Resulting Company, viz., M/s.PPG Asian Paints Private Limited as provided in Annexure "D" to the petition with effect from 1st January 2016, as per the procedure laid down under Sections 391 and 394 of the Companies Act.

8. 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 petition is disposed of in the aforementioned terms.

01.06.2016 sl

RAJIV SHAKDHER,J.

Sl C.P.No.101 of 2016 Dated: 01.06.2016