VISHNU CHEMICALS PVT LTD Vs. STATE

JUDGEMENT

(1.) These two Company Petitions are filed under Sections 391 and 394 of the Companies Act praying that a scheme of arrangement (which is filed as annexure 'F' to each of these two Company Petitions) be sanctioned by this Court. The applicant in Company Petition No.135 of 2001 is the transferor company i.e., M/s. Vishnu Chemicals Pvt. Ltd., The applicant in Company Petition No.136 of 2001 is the transferee company i.e., M/s. Vishnu Bariums Chemicals Pvt. Ltd.

(2.) The transferor company was incorporated on 27th March, 1989 with an authorised capital of Rs.6,50,00,000/- divided into 6,50,000 equity shares of Rs.100/-each. The issued, subscribed and paid up capital is Rs.6,40,22,000/- consisting of 6,40,220 equity shares of Rs.100/-each - whereas the transferee company was incorporated on 29th May 2001 with an authorised capital of Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the transferee company is Rs.1 lakh consisting of 10,000 shares of Rs.10/- each fully paid up.

(3.) The transferor company is carrying on business of manufacturing and selling of Sodium Dichromate and certain other Barium chemicals. It has two manufacturing units - one at Khajipally, Warangal District and the other at Srikalahasthi, Chittoor District. It is stated in the Company Petitions that the transferee company is incorporated with an object of 'transferring the Barium Chemicals Division at Srikalahasthi of the transferor company to the transferee company, as it is believed by the managements of both the companies that such an arrangement would be beneficial to all the concerned. In the circumstances, the boards of directors of the above mentioned two companies in their separate meetings held on 1st June 2001 unanimously approved the proposed scheme of arrangement. Thereafter both the companies approached this Court by way of Company Application Nos.362 and 363 of 2001 praying appropriate directions as required under Section 391 of the Companies.