C.K.BUCH, J. - (1.) HEARD learned counsel for the petitioners Mrs. Swati Soparkar and Ms. P.J. Davawala learned additional standing counsel for the Central Government.
(2.) MS . Davawala has tendered today the letter dated August 21, 2003, received by her from the Registrar of Companies, Gujarat, Ahmedabad, sending therewith the xerox copy of the letter dated July 3, 2003 and the letter dated August 13, 2003, of the Regional Director, Government of India, Ministry of Finance, Department of Company Affairs. These letters are taken on record. These are the petitions filed by the two petitioner companies for sanction of a scheme of arrangement in the nature of demerger and transfer of the manufacturing division of United Phosperous Ltd. (the demerged/ transferor company) with Search Chern Industries Ltd. (the resulting/transferee company) under Section 391 read with Section 394 of the Companies Act, 1956.
(3.) BOTH the petitioner companies are public limited companies. The demerged/transferor company (UPL) is engaged in manufacturing of agro -chemicals. The resulting/transferee company (SCIL) is a subsidiary of the UPL. It is also engaged in the manufacturing of chlorine molecules and phosperous based products, which are the raw materials for agrochemicals. The demerger and transfer of the manufacturing division of UPL to SCIL are proposed for the synergic advantages. The petitions give details of the advantages that would flow by virtue of the arrangement between these companies.;