Alok Sharma, J. - (1.) THIS petition has been filed under Section 391(2) and 394 of the Companies Act, 1956 (hereinafter "the Act of 1956") to obtain sanction of this Court to the scheme of arrangement whereunder the Gujarat Polyfils division (hereinafter "GPF") a unit of Modern Insulators Limited (hereinafter the demerged company) is to be hived off and transferred to Modern Polytex Limited (hereinafter "the resulting company").
(2.) THE demerged Company was duly incorporated under the Act of 1956 on 01.05.1982 vide Certificate of Incorporation No. 2460 of 1982 -83 and has its registered office at A -4, Vijay Path, Tilak Nagar, Jaipur, Rajasthan. Its authorized share capital as on 31.03.2012 was Rs. 3,000/ - lacs divided into 2,50,00,000 equity shares of Rs. 10/ - each and 5,00,000/ - preference shares of Rs. 100/ - each. Its issued, subscribed & paid -up share capital as on the said date was Rs. 2,174.35/ - lacs divided into 2,17,43,500/ - equity shares of Rs. 10/ - each. Its main objects as set out in the Memorandum of Association are as under: 1. To carry on all or any of the business of manufacturers, producers, processors, importers, exporters, buyers, sellers and dealers in all kind of high -tension or low -tension insulators made of Ceramics, Glass, Plastics, Epoxy resins or any other substance, which may be used for insulation and all kind of ceramic products, such as, industrial ceramics, high alumina ceramics, electronic ceramics, fuses, fuse carriers, cartridge, caps, gauges, bushings or other article in which clay is used as one of the raw -materials. 2. To carry on all or any of the business of manufacturers, importers, exporters, stockists, distributors and otherwise dealers in Bricks, Tiles, Refractory, Clays, Cement, Gypsum products and Sanitary goods. To carry on all or any of the business of manufacturers, importers, exporters, stockists, distributors, and otherwise dealers in all types of Crockery, Glassware and Enamel -wares. 3.TO design, erect and provide consultancy and management services or Ceramic product's plants and other plants in India or abroad. 4.TO prospect, purchase or take on leave clay, quartz, feldspar, mines and stone quarries and glass sand deposits, for the purpose of getting clays, quartz, feldspar, gypsum, glass -sand and minerals to use them in pottery or manufacture or sell them. To carry on the business of preparing, combining, spinning, doubling, twisting, drawing, texturising, imparting, crimping, converting, calendaring, testing, sizing, weaving, knitting, bleaching, processing, dying, ginning, cutting, scouring, winding, mercerizing, combing, printing, finishing, manufacturing, buying, selling importing, exporting or otherwise dealing in industrial fabrics, synthetic fabrics, synthetic chips, polyester oriented yarn, fully drawn yarn, textured yarn, synthetic yarn, acrylic yarn, rayon yarn, nylon yarn, nylon tyre yarn, nylon tyre cord, tyre fabrics, polyester, rayon and any other textile celluloric or non celluloric end products, polyester, acrylic, viscose, polypropylene cotton, linen, wool, silk, flex, hemp, jute, artificial silk, rayon, canvas and other fibers or textile products substances whether natural or synthetic or manmade, in any state and whether similar to the forgoing substances or not and to treat, utilize and deal with any waste arising from any such operations and to manufacture, felted, knitted, loped and embroidered fabrics, lace and other types of manufacture coated or laminated fabrics and readymade garments and apparels including all type of industrial and geo fabrics. 5.TO carry on all or any of the business of manufacturers, producers, processors, importers, exporters, buyers, sellers of an dealers in all kind of fabrics and textiles, fibers, yarns, threads, tapes, ropes, cord, twines and other products, as are prepared on manufactured from nylon, polyester, acrylics rayon, silk, artificial silk, linen, cotton, wool, jute, and other synthetic, artificial and natural fibers including fire glass and all celluloric and non celluloric fibers.
(3.) The resulting Company was incorporated under the Act of 1956 on 20.01.2011 vide Certificate of Incorporation No. U17119RJ2011PLC033907, 2010 -2011 and also has its registered office at A -4, Vijay Path, Tilak Nagar, Jaipur, Rajasthan. The authorized capital of the company as on 31.03.2012 was Rs. 5 lacs divided into 50,000 equity shares of Rs. 10/ - each and its issued, subscribed & paid -up share capital was also Rs. 5 lacs divided into 50,000/ - equity shares of Rs. 10/ - each. The main objects of the resulting company are as under: 1. To carry on the business of preparing, combining, spinning, doubling, twisting, drawing, texturising, imparting, crimping, converting, calendaring, testing, sizing, weaving, knitting, bleaching, processing, dying, ginning, cutting, scouring, winding, mercerizing, combing, printing, finishing, manufacturing, buying, selling importing, exporting or otherwise dealing in industrial fabrics, synthetic fabrics, synthetic chips, polyester oriented yarn, nylon, nylon tyre yarn, tyre cord, tyre fabrics, and other end products, polyester, acrylic, viscose, polypropylene cotton, linen, wool, silk, flex, hemp, jute, artificial silk, rayon, canvas and other fibers or textile products substances whether natural or synthetic or manmade, in any state and whether similar to the forgoing substances or not and to treat, utilize and deal with any waste arising from any such operations and to manufacture, felted, knitted, loped and embroidered fabrics, lace and other types of manufacture coated or laminated fabrics and readymade garments and apparels. 2. To carry on the business of manufacturers, producers, processors, bleachers, dyers, ginners, spinners, importers, exporters, buyers, sellers of an dealers in all kind of yarns and fibers whether synthetic, artificial or natural, nylon, polyester acrylics, rayon, silk, artificial silk, linen, cotton, wool, jute, and other fibres or fibrous materials, allied products, by products and substitutes for all or any of them, wool combers, worsted spinners, woolen spinners and to treat and utilize any waste arising from any such manufacturer, production of process. 3. To carry on all or any of the business of manufacturers, producers, processors, importers, exporters, buyers, sellers of an dealers in all kind of fabrics and textiles, fibers, yarns, threads, tapes, ropes, cord, twines and other products, as are prepared on manufactured from nylon, polyester, acrylics rayon, silk, artificial silk, linen, cotton, wool, jute, and other synthetic, artificial and natural fibers including fire glass.;