Allowed

Arvind Green Infra Private Vs

Madras HC19 Jan 2016CP/460/2015

Case brief

AI extract

What is this about?

The High Court of Madras sanctioned four company petitions seeking approval of a scheme of arrangement for the demerger of Arvind Green Infra Private Limited's business units into three separate private limited companies. The court held the scheme compliant with statutory requirements and approved the demerger.

What did the court decide?

All four Company Petitions were allowed; the scheme of arrangement for demerger and reduction of preference share capital were approved with effect from September 12, 2015.

Arvind Green Infra Private Vs — Company and Corporate | Madras HC (2016)

¶1

¶2

In the High Court of Judicature at Madras

¶3

Dated: 19/1/2016

¶4

C O R A M

¶5

THE HONOURABLE MR. JUSTICE S.MANIKUMAR

¶6

Company Petition Nos. 460 to 463 of 2015

¶7

Arvind Green Infra Private Limited, a company registered under the Companies Act, 1956 and having its Registered Office at No.52, 5^th Cross, Sengunthapuram, Karur – 639002 rep. by its Director Mr.T.Balachandran … Petitioner in C.P.No.460 of 2015/ Transferor Company

¶8

Aniruth Green India Private Limited, a company registered under the Companies Act, 2013 and having its Registered Office at No.7, Periyar Nagar, 1^st Cross, LNS Post, Karur – 639002 rep. by its Director Mr.T.Balachandran … Petitioner in C.P.No.461 of 2015/ Transferee Company No -1

¶9

Aadhav Energy Tech Private Limited, a company registered under the Companies Act, 2013 and having its Registered Office at No.4, 4^th Street, Gowripuram Extn., Karur – 639002 rep. by its Director Mr.T.Balachandran … Petitioner in

¶10

C.P.No.462 of 2015/ Transferee Company No -2

¶11

Apsara Power India Private Limited, a company registered under the Companies Act, 2013 and having its Registered Office at No.40-A, Periyar Nagar, 1^st Cross, KVB Nagar Main Road, Karur – 639002 rep.

¶12

by its Director Mr.T.Balachandran … Petitioner in

¶13

C.P.No.463 of 2015/ Transferee Company No.-3

¶14

Petitions filed under Sections 391 to 394 of the

¶15

Companies Act, 1956, to sanction the Scheme of Arrangement for Demerger.

¶16

https://hcservices.ecourts.gov.in/hcservices/

¶17

¶18

For Petitioners : Mr.V.Srinivasan

¶19

: Regional Director, Ministry of Corporate Affairs, Chennai.

¶20

¶21

C O M M O N O R D E R

¶22

The petitioner in C.P.No.460 of 2015 viz., Arvind

¶23

Green Infra Private Limited (herein after called as the Petitioner/Transferor/Demerged Company) has come up with the said petition praying for sanctioning of a scheme of arrangement for:

¶24

(a). Demerger of the A-Unit business of the petitioner company and transmitting/merging/vesting of the same into the Transferee Company No-1, viz., Aniruth Green India Private Limited, as per the Scheme – Annexure 3, as a going concern;

¶25

(b). Demerger of the B-Unit business of the petitioner company and transmitting/merging/vesting of

¶26

the same into the Transferee Company No - 2, viz., Aadhav Energy Tech Private Limited, as per the Scheme – Annexure 3, as a going concern;

¶27

(c). Demerger of the C-Unit business of the petitioner company and transmitting/merging/vesting of

¶28

the same into the Transferee Company No - 3, viz., Apsara Power India Private Limited, as per the Scheme – Annexure 3, as a going concern;

¶29

https://hcservices.ecourts.gov.in/hcservices/

¶30

¶31

(d). Reduction of paid-up preference share capital of the petitioner company from Rs.7 crores to Rs.3.85 crores as per the Scheme – Annexure 3;

¶32

with effect from the Appointed Date, viz., 12^th September, 2015.

¶33

The facts set out by the Transferor Company in its petition in C.P.No.460 of 2015, in nutshell, are set out here under:-

¶34

(a) The Transferor Company was incorporated on 19.9.2011. The main object of the company was set out in paragraph 5 of the petition. The Board of Directors of the Transferor Company, at its meeting held on 12.09.2015, has approved the scheme of arrangement for demerger, under which, the A Unit, B Unit and C Unit businesses of the petitioner company would be transferred/merged/vested with the Transferee Company No.1, Transferee Company No.2 and Transferee Company No.3, respectively, as a going concern. The consideration for the Demerger and consequent reduction in preference share capital were set out in paragraph 10 of the petition. The scheme of arrangement for demerger had been circulated to all the equity and preference shareholders of the Petitioner Company and all the equity and preference shareholders have given their consent for

¶35

https://hcservices.ecourts.gov.in/hcservices/

¶36

¶37

the said scheme. Copies of the consent affidavits given by them were filed along with the petition.

¶38

(b) This Court, in Company Application No. 1055 and 1056 of 2015, by an order dated 14.10.2015, dispensed with the convening and conducting of the meeting of equity and preference shareholders of the petitioner company and also directed to file a petition for sanction of the scheme of arrangement for demerger. There are no

¶39

secured creditors in the petitioner company. The Chartered Accountant Certificate to that effect is filed as Annexure – 6. The Petitioner Company has 4 long term unsecured creditors. The list of long term unsecured creditors is filed as Annexure – 7. They have all given consent/No objection letters for the purpose of approving the said scheme of Arrangement for Demerger which are filed as Annexure – 8. The petitioner company has seven equity shareholders. The list of equity shareholders of

¶40

the petitioner company is filed as Annexure -11. The consent affidavit of the equity shareholders, consenting

¶41

to the scheme of arrangement for demerger, is filed as

¶42

Annexure – 12. The petitioner company has five

¶43

preference shareholders. The list of preference shareholders of the petitioner company is filed as Annexure -13. The consent affidavit of the preference shareholders, consenting to the scheme of arrangement for demerger, is filed as Annexure – 14. The interest of

¶44

https://hcservices.ecourts.gov.in/hcservices/

¶45

¶46

the creditors of the company is not affected by virtue of the scheme and it would be for the benefit and interest of the equity shareholders of the Petitioner Company.

¶47

Hence, the Petitioner/Transferor Company has come up with the present petition in C.P.No.460 of 2015.

¶48

The petitioner in C.P.No.461 of 2015 viz.,

¶49

Aniruth Green India Private Limited (herein after called as the Petitioner/Transferee Company No.1/Resulting Company No.1) has come up with the said petition praying for sanctioning of a scheme of arrangement for Demerger of the A-Unit business of Arvind Green Infra Private Limited and transmitting/merging/vesting of the same into the Petitioner/Transferee Company No.1, namely, M/s Aniruth Green India Private Limited, as per the Scheme – Annexure 3, as a going concern, with effect from the Appointed Date, viz., 12^th September, 2015.

¶50

The facts set out by the Transferee Company No.1

¶51

in its petition in C.P.No.461 of 2015, in nutshell, are set out here under:-

¶52

(a) The Transferee Company No.1 was incorporated

¶53

on 11.9.2015. The main object of the company was set out in paragraph 5 of the Petition. The Board of Directors of

¶54

the Transferee Company No.1, at its meeting held on https://hcservices.ecourts.gov.in/hcservices/

¶55

¶56

12.09.2015, has approved the scheme of arrangement for

¶57

demerger, under which, the A Unit business of the Transferor company, namely, Arvind Green Infra Private Limited, is proposed to be transferred/merged/vested with the Transferee Company No.1, viz., Aniruth Green India Private Limited, as a going concern. The scheme of

¶58

arrangement for demerger had been circulated to all the shareholders of the Transferee Company No.1 and all the shareholders have given their consent for the said scheme. Copies of the consent affidavits given by them were filed along with the petition.

¶59

(b) This Court, in Company Application No. 1057 of 2015, by an order dated 14.10.2015, dispensed with the convening and conducting of the meeting of equity

¶60

shareholders of the Transferee company No.1 and also directed to file a petition for sanction of the scheme of arrangement for demerger. The Transferee Company No.1 has

¶61

no secured creditor and the Chartered Accountant Certificate to that effect is filed as Annexure – 6. The

¶62

Transferee Company No.1 has one unsecured creditor (Annexure – 7) and the said unsecured creditor has given

¶63

consent for the said scheme of Arrangement for Demerger

¶64

which is filed as Annexure – 8. The petitioner company

¶65

has five equity shareholders. The list of equity shareholders of the petitioner company is filed as Annexure - 9. The consent affidavit of the equity

¶66

https://hcservices.ecourts.gov.in/hcservices/

¶67

¶68

shareholders, consenting to the scheme of arrangement for demerger, is filed as Annexure – 10. The interest of the creditors of the petitioner company is not affected by virtue of the scheme of arrangement, rather, it will be beneficial to the equity shareholders. Hence, the Transferee Company No.1 has come up with the Company Petition in C.P.No.461 of 2015.

¶69

The petitioner in C.P.No.462 of 2015 viz., Aadhav Energy Tech Private Limited (herein after called as the Petitioner/Transferee Company No.2/Resulting Company No.2) has come up with the said petition praying for sanctioning of a scheme of arrangement for Demerger of the B-Unit business of Arvind Green Infra Private Limited and transmitting/merging/vesting of the same into the Petitioner/Transferee Company No.2, namely, M/s Aadhav Energy Tech Private Limited, as per the SchemeAnnexure 3, as a going concern, with effect from the Appointed Date, viz., 12^th September, 2015.

¶70

The facts set out by the Transferee Company No.2 in its petition in C.P.No.462 of 2015, in nutshell, are set out here under:-

¶71

(a) The Transferee Company No.2 was incorporated on 4.9.2015. The main object of the company was set out in paragraph 5 of the Petition. The Board of Directors of https://hcservices.ecourts.gov.in/hcservices/

¶72

¶73

the Transferee Company No.2, at its meeting held on

¶74

12.09.2015, has approved the scheme of arrangement for demerger, under which, the B Unit business of the Transferor company, namely, Arvind Green Infra Private Limited, is proposed to be transferred/merged/vested with the Transferee Company No. 2, viz., Aadhav Energy Tech

¶75

Private Limited, as a going concern. The scheme of arrangement for demerger had been circulated to all the shareholders of the Transferee Company No.2 and all the shareholders have given their consent for the said scheme. Copies of the consent affidavits given by them were filed along with the petition.

¶76

(b) This Court, in Company Application No. 1058 of 2015, by an order dated 14.10.2015, dispensed with the

¶77

convening and conducting of the meeting of equity shareholders of the Transferee company No.2 and also directed to file a petition for sanction of the scheme of arrangement for demerger. The Transferee Company No.2 has no secured creditor and the Chartered Accountant

¶78

Certificate to that effect is filed as Annexure – 6. The Transferee Company No.2 has one unsecured creditor (Annexure – 7) and the said unsecured creditor has given consent for the said scheme of Arrangement for Demerger which is filed as Annexure – 8. The petitioner company has five equity shareholders. The list of equity

¶79

shareholders of the petitioner company is filed as

¶80

https://hcservices.ecourts.gov.in/hcservices/

¶81

¶82

Annexure - 9. The consent affidavit of the equity shareholders, consenting to the scheme of arrangement for demerger, is filed as Annexure – 10. The interest of the creditors of the Transferee company No.2 is not affected by virtue of the scheme of arrangement for demerger, rather, it will be beneficial to the equity shareholders.

¶83

Hence, the Transferee Company No.2 has come up with the

¶84

Company Petition in C.P.462 of 2015.

¶85

The petitioner in C.P.No.463 of 2015 viz., Apsara Power India Private Limited (herein after called as the Petitioner/Transferee Company No.3 / Resulting Company No.3) has come up with the said petition praying for sanctioning of a scheme of arrangement for Demerger of C-Unit business of Arvind Green Infra Private Limited and transmitting/merging/vesting of the same into the Petitioner/Transferee Company No.3, namely M/s Apsara Power India Private Limited, as per the Scheme – Annexure 3, as a going concern, with effect from the Appointed Date, viz., 12^th September, 2015.

¶86

The facts set out by the Transferee Company No.3 in its petition in C.P.No.463 of 2015, in nutshell, are set out here under:-

¶87

(a) The Transferee Company No.3 was incorporated on 10.9.2015. The main object of the company was set out in paragraph 5 of the Petition. The Board of Directors of

¶88

the Transferee Company No.3, at its meeting held on https://hcservices.ecourts.gov.in/hcservices/

¶89

¶90

12.09.2015, has approved the scheme of arrangement for

¶91

demerger, under which, the C Unit business of the Transferor company, namely, Arvind Green Infra Private Limited, is proposed to be transferred/merged/vested with the Transferee Company No.3, viz., Apsara Power India Private Limited, as a going concern. The scheme of

¶92

arrangement for demerger had been circulated to all the shareholders of the Transferee Company No.3 and all the shareholders have given their consent for the said scheme. Copies of the consent affidavits given by them were filed along with the petition.

¶93

(b) This Court, in Company Application No. 1059 of 2015, by an order dated 14.10.2015, dispensed with the

¶94

convening and conducting of the meeting of equity

¶95

shareholders of the Transferee company No.3 and also directed to file a petition for sanction of the scheme of arrangement for demerger. The Transferee Company No.3 has

¶96

no secured creditor and the Chartered Accountant Certificate to that effect is filed as Annexure – 6. The

¶97

Transferee Company No.3 has one unsecured creditor (Annexure – 7) and the said unsecured creditor has given

¶98

consent for the said scheme of Arrangement for Demerger

¶99

which is filed as Annexure – 8. The petitioner company

¶100

has five equity shareholders. The list of equity shareholders of the petitioner company is filed as

¶101

Annexure - 9. The consent affidavit of the equity

¶102

https://hcservices.ecourts.gov.in/hcservices/

¶103

¶104

shareholders, consenting to the scheme of arrangement for demerger, is filed as Annexure – 10. The interest of the creditors of the Transferee company No.3 is not affected by virtue of the scheme of arrangement for demerger, rather, it will be beneficial to the equity shareholders.

¶105

Hence, the Transferee Company No.3 has come up with the

¶106

Company Petition in C.P.463 of 2015.

¶107

Common Affidavit in C.P.Nos. 460 to 463 of 2015 was filed by the Regional Director, Ministry of Corporate Affairs, Chennai on behalf of the Central Government, wherein it is stated that the Scheme protects the interest of all the employees of the of the demerged undertakings of the demerged company. Paragraph Nos.6 and 7 of the said affidavit are re-produced here under:-

¶108

“6) It is respectfully submitted that as per section 5.8.1 of Para 5 of the Scheme of the Transferor and Transferee Companies envisage protection of the interest of all the workmen/employees/staff of the transferor company by

¶109

the respective transferee companies.

¶110

“7) It is humbly submitted that as per the report of ROC, Chennai the transferor company is regular in filing its statutory returns and no

¶111

https://hcservices.ecourts.gov.in/hcservices/

¶112

¶113

prosecution filed, no complaints pending and no inspection has been conducted. As for the transferee companies they have been incorporated in 2015 and hence no statutory returns are due yet”

¶114

In view of the above facts and circumstances, I

¶115

am of the considered view that there is no objectionable feature in the Scheme detrimental to the interest of the employees of the Transferor/Demerged Company or of the Transferee/Resulting Companies. Further, the Scheme is fair, just, sound and is not against any public policy or public interest. That apart, no proceedings are pending under sections 235 to 251 of the Companies Act, 1956. Further, all the statutory provisions have been complied with.

¶116

In fine, there shall be an order, approving the scheme of arrangement for demerger between the Transferor/Demerged Company viz., M/s Arvind Green Infra Private Limited and the Transferee/Resulting Companies viz., M/s Aniruth Green India Private Limited, M/s Aadhav

¶117

Energy Tech Private Limited and M/s. Apsara Power India Private Limited including reduction of preference share capital of the Demerged Company as per the Scheme, with effect from the Appointed Date, viz.,12^th September, 2015, as the procedure laid down under Section 391 to 394 of the Companies Act, 1956 were duly complied with. Hence, the Scheme of Arrangement for Demerger proposed by the

¶118

https://hcservices.ecourts.gov.in/hcservices/

¶119

¶120

petitioners is approved and all the four Company Petitions are allowed as prayed for.

¶121

sd/.S.M.K.J

¶122

19.01.2016
//Certified to be a true copy//
Dated this the day of 2016
R.s/09.03.2016 COURT OFFICER
From 25.09.2008 the Registry is issuing certified copies
of the Order/Judgment Decree in this format.

¶123

https://hcservices.ecourts.gov.in/hcservices/

Arvind Green Infra Private Vs

Case brief

What is this about?

What did the court decide?

Arvind Green Infra Private Vs

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

Similar cases

M/S. Sundaram Finance Limited Vs Binoy K.Raveendran

M/S. Sundaram Finance Limited Vs Mr. S. Sukumaran

The New India Assurance Vs The Official Liquidator

A.Pavadai Vs Apvrva Varma

M/s.Lic Housing Finance Ltd., Vs M/s.Riverside Infrastructure

Abirami Financial Services Vs