SUN METALS AND ALLOYS P. LTD. Vs. STATE

JUDGEMENT

(1.) C .P. No. 189 of 2007 has been filed by the demerged company under Sections 391 to 394 of the Companies Act, 1956 read with Rules 11(a)(10) and 79 of the Companies (Court) Rules, 1959, to sanction the scheme of arrangement as approved unanimously by the shareholders of the petitioner -company so as to be binding on the petitioner -company and on all the members and creditors of the petitioner -company. C.P. No. 190 of 2007 has been filed by the resulting company under. Sections 391 to 394 of the Companies Act, 1956 read with Rules 11(a)(10) and 79 of the Companies (Court) Rules, 1959 to sanction the scheme of arrangement as approved unanimously by the shareholders of the petitioner -company so as to be binding on the petitioner -company and on all the members and creditors of the petitioner -company.

(2.) THE petition averments are as under: The petitioner is Sun Metals and Alloys P. Ltd., a company incorporated under the Companies Act, 1956, having its registered office at 'Indsil House', Door Nos. 103 -107, Thiruvenkataswamy Road, R.S. Puram, Coimbatore -641 002, Tamil Nadu. Initially, the registered office of the company was at Plot No. 31, Industrial Development Area, Kanjikode West, Palakkad -678 623. With effect from May 7, 2003, the registered office of the company was changed to 49, Avanashi Road, Coimbatore -641 037, Tamil Nadu. Later on April 17, 2006, the registered office of the company was again changed to 'Indsil House' Door Nos. 103 -107, Thiruvenkataswamy Road, West R.S. Puram, Coimbatore -641 002. The object of this petition is to obtain sanction of this Court to the scheme of arrangement for demerger of the undertaking of the smelter division of Sun Metals and Alloys P. Ltd. (hereinafter called the 'demerged company') for being transferred to and vested in Sunmet Holdings India P. Ltd. (hereinafter called the 'resulting company').

(3.) THE authorised share capital of the demerged company as per the balance -sheet as at March 31, 2007, is Rs. 1,50,00,000 divided into 15,00,000 equity shares of Rs. 10 each. The issued subscribed and paid -up capital of the demerged company on the said date is Rs. 1,21,25,000 divided into 12,12,500 equity shares of Rs. 10 each. The demerged company has engaged in the business of manufacture and to act as exporters, distributors and dealers of ferro silicon and all iron, steel and foundry materials including structural beams, tubes and agricultural implements. The applicant -company has 7 (seven) shareholders as on date. The main objects of the demerged company are set out in the memorandum of association. The demerged company has powers to do the business as mentioned in paragraph 6 above.