RAMA PETROCHEMICALS LTD. Vs. IN RE

JUDGEMENT

(1.) THIS is a petition filed by Rainbow Denim Limited under section 391 read with section 393 of the Companies Act, 1956 (for short "the Act"), in the matter of scheme of arrangement between Rama Petrochemicals Limited, a company incorporated under the Act, and the transferee -company - Rainbow Denim Limited.

(2.) THE facts alleged are that the objects for which the transferee -company was formed had been set out in the memorandum and articles of association. It includes to carry on the business of spinning, weaving or manufacturing or dealing in cotton or other fibrous substances or denim/jeans and to carry on all or any of the business of denim/jeans merchants, cotton spinners and doublers, etc. The authorised share capital of the transferee -company was stated to be Rs. 10,00,000 divided into 1,00,000 equity shares of Rs. 10 each. So far as the transferor -company Rama Petrochemicals Limited is concerned, it was incorporated on January 28, 1985, by the Registrar of Companies, Maharashtra. The objects of the transferor -company set out in the memorandum and articles of association have been stated to be to manufacture, synthesize, produce, prepare, process and finish, manipulate, improve, import or buy certain articles. It has been pointed out that the transferor -company manufactures methanol, a chemical intermediate, mainly used for the manufacture of several products like dimethy terephthalate (DMT), etc.

(3.) IT has been proposed that by separation of Chandigarh Denim Division under the scheme of arrangement, the entire Chandigarh Denim Division of the applicant -company, without any further act, instrument or deed, shall stand transferred to the transferee -company.