TaxTMI 
TaxTMI 
2007 (11) TMI 405
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.... 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 7-5-2003, the registered office of the company was changed to 49, Avanashi Road, Coimbatore-641 037, Tamil Nadu. Later on 17-4-2006, 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. 4. 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'). 5. The demerged company was incorporated under the provisions of the Companies Act, 1956 on 21-8-1980, as a private limited company under the name a....
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..... of ferro silicon per annum or 2,800 M.T. of silico manganese per annum with all facilities, human and other resources. 11. The board of directors of the demerged company and the resulting company have at their meetings held on 16-7-2007, considered and approved the scheme of arrangement for demerger of the undertaking of the smelter division of the demerger company for being transferred to and vested in the resulting company. 12. The petitioner states that the said demerger is a scheme of arrangement between the demerged and the resulting company and their respective shareholders and the demerger is being effected in accordance with the provisions of sections 391 to 394 of the Companies Act, 1956, read with and in compliance of the conditions of section 2(19AA) of the Income-tax Act, 1961. 13. The petitioner states that the board of directors of the resulting company and the demerged company has decided, subject to necessary approvals and sanctions, to demerge the undertakings of the demerged company with the resulting company. The board of directors of both the companies envisage the following objectives and benefits arising from this demerger. 14. In order to achieve synerg....
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....any to file the company petition for sanctioning the scheme of arrangement. By virtue of an order made on 6-9-2007, in Company Application No. 2385 of 2007, this Court dispensed with the convening of the shareholders' meeting of the petitioner-company and directed the petitioner-company to file the company petition within two weeks from 6-9-2007. The petitioner is, therefore, filing this company petition. 23. The petitioner states that the demerged company is doing well. The demerged company has made pre-tax profits of Rs. 133.16 lakhs in the financial year 2006-07. As per the balance-sheet as at 31-3-2007, and the profit and loss account for the period ended on that date the demerged company has reserves and surplus of Rs. 7,37,37,160. The resulting company is a newly incorporated company. 24. The petitioner states that the assets of the demerged company are more than adequate to meet its liabilities. On sanction of the scheme of arrangement, the assets of the resulting company will be more than adequate to meet all liabilities including contingent liabilities, if any, forming part of the undertaking of smelter division. 25. The petitioner states that the resulting company will....
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....tue of an order made on 6-9-2007, in Company Application No. 2386 of 2007, this Court dispensed with the convening of the shareholders of the petitioner-company and directed the petitioner-company to file the company petition within two weeks from 6-9-2007. The petitioner is therefore filing this company petition. 34. The petitioner states that the undertaking of smelter division of the demerged company has been a part of the demerged company which has sufficient profits and its assets are adequate to meet its liabilities. The demerged company has made pre-tax profits of Rs. 133.16 lakhs in the financial year 2006-07. As per the balance-sheet as at 31-3- 2007, and profit and loss account for the period ended on that date, the demerged company has reserves and surplus of Rs. 7,37,37,160. 35. The petitioner further states that the resulting company will be in a position to discharge all the binding obligations including contingent liabilities pertaining to the undertaking of the smelter division and no prejudice will be caused to the creditors of the demerged company and the resulting company. There are no creditors for the resulting company at all. 36. It is submitted that the sa....