- (1.) The captioned are the petitions filed by three companies named M/s. Omkar Textile Mills P. Ltd., Aarnav Industries P. Ltd., and Raghav Creations P. Ltd., respectively for obtaining a sanction of this court to a scheme of arrangement in the nature of demerger and transfer of the demerged undertakings being Narol and Naroda Units of M/s. Omkar Textile Mills P. Ltd. the demerged company, to Aarnav Industries P. Ltd., and Raghav Creations P. Ltd., respectively being the two respective resulting companies, and restructuring of capital of these companies, proposed under sections 391 and 394 read with sections 100 to 103 of the Companies Act, 1956. All the three petitions being necessarily interconnected, they were heard 2 together and are considered simultaneously by this common order.
(2.) M/s. Omkar Textile Mills P. Ltd., the petitioner in Company Petition No. 157 of 2014 and demerged company was incorporated on October 4, 1973, thereafter its name came to be changed to M/s. Omkar Textile Mills P. Ltd., and thereafter, converted into private limited company and the name M/s. Omkar Textile P. Ltd., is the current name under which its stands incorporated. The petitioner of Company Petition No. 158 of 2014, Aarnav Industry P. Ltd., was incorporated on November 20, 2012, in the name of Aarnav Texfab P. Ltd., subsequently as per certificate dated January 27, 2014, its name has been changed to the present one as per the certificate of incorporation. The petitioner of third petition was incorporated on September 18, 2012. Taking note of the objects of the petitioner-companies from their memorandum of association as annexed in the petitions, M/s. Omkar Textile has the objects of carrying business of manufacturing and processing of cloths and trading in textiles, spinning of cotton waste and for that purpose, establishing plant, etc. Aarnav Industry P. Ltd., second company has the main object of manufacturing, processing, washing, dying, bleaching, etc., cloths, fibrous substances, etc., Raghav Creations P. Ltd., the second resulting company is with the objects of carrying on in India or elsewhere the business of manufacturing, processing, dying, etc., all types of cloths, fabrics and such material. The details of the share capital of the de-merged company as well as two resulting companies are mentioned in the respective petitions. The registered offices of the companies are in the State of Gujarat at the addresses mentioned in the cause title.
(3.) Heard the learned advocate Ms. Vaibhavi Parikh for the petitioner-companies and the learned Assistant Solicitor General Mr. Devang Vyas who appeared for the Central Government upon notice served to the Regional Director.;