ADANI RETAIL LIMITED Vs. STATE

JUDGEMENT

(1.) COMPANY Petition No. 67 of 2007 is filed by the Adani Retails Ltd. (demerged company) under sections 391 to 394 of the Companies Act (for short "the Act") to sanction the proposed scheme of arrangement in the nature of demerger of retail operations business of Adani Retail Ltd. to Advantage Retail Pvt. Ltd. (resulting company).

(2.) IT is submitted that the demerged company is a company incorporated under the provisions of the Companies Act, 1956 and it is the closely held public limited company while the resulting company is the closely held private limited company. It is stated that both the companies are having identical and similar business object and are in same line of business. It is submitted that each of the retail operations business, and the cash and carry business of the demerged company have tremendous growth and profitability potential and transfer of the retail operations business from the demerged company to the resulting company as contemplated by the proposed scheme of arrangement will enable the respective business to implement focused business strategies, receive better management and achieve greater growth targets. The advantages which will flow from the proposed scheme of arrangement of demerger is stated in detail in the petition.

(3.) HAVING procured and produced the written consent of the equity shareholders, secured and unsecured loan creditors of the demerged company, vide order dated 9 -3 -2007 passed in Company Application No.111/07, the meetings of the equity shareholders, secured and unsecured loan creditors of the demerged company were dispensed with. It is submitted that as one of the secured creditor ICICI Bank Ltd. was fully paid off , there was no requirement of the consent letters. Similarly having procured and produced the written consent of all the equity shareholders of the resulting company to the proposed scheme of arrangement of demerger vide order dated 9 -3 -2007 passed in Company Application No.113 of 2007 passed by this Court, the meeting of the equity shareholders of the resulting company was dispensed with.