IN RE Vs. ADI AROMATIC LIMITED AND ORS

JUDGEMENT

(1.) Heard learned Counsel for the parties. No objector has come before the court to oppose the Scheme and nor any party has controverted any averments made in the Petitions.

(2.) The sanction of the Tribunal is sought under Sections 391 to 394 read with 100 to 103 of the Companies Act 1956 and Sections 230 to 232 read with Rule 15(1) of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and read with Sections 66 and Section 52 of the Companies Act, 2013 and other applicable provisions of Companies Act, 2013, to a Scheme of Arrangement between Privi Organics Limited, ("Demerged Company"), Fairchem Speciality Limited (Erstwhile known as Adi Finechem Limited), ("1st Resulting Company"), Adi Aromatic Limited, ("2nd Resulting Company") and their respective shareholders and creditors.

(3.) The Learned Counsel for the Petitioners state that the Demerged Company is engaged in the businesses of (i) identifying, developing, manufacturing, supplying and exporting of organic chemicals (primarily aroma chemicals) and processing of crude sulphated turpentine to obtain raw materials mainly used for manufacturing of aroma chemicals; (ii) research and development in relation to the activities referred to in (i); and (iii) trading in organic chemicals as referred to in (i) above. The Demerged Company is also engaged in the business of trading in certain inorganic chemicals. The 1st Resulting Company is engaged in the business of manufacturing, supplying and exporting of specialty oleochemicals (natural source) and nutraceuticals (natural source) made from the by-products generated from processing of crude vegetable oils. The 1st Resulting Company has developed technical expertise in processing by products or waste products of vegetable oil refineries, including vegetable oil based fatty acid distillate and acid oils. The 2nd Resulting Company is proposed to be engaged in business of manufacturing, importing, exporting, trading and supplying of all kinds, types and varieties of chemicals.