The main legal point established in the judgment is that the court has the power to approve a scheme of arrangement under Sections 391 and 394 of the Companies Act if it is fair, just, and not violative of any statutory provisions.

1. These company petitions are preferred under Sections 391 to 394 of the Companies Act, 1956 for sanctioning the scheme of arrangement (demerger) (in short Scheme) between the Demerged companies with the Resulting company with effect from 1st April 2016. The original Scheme is appended as Annexure 14' to the petitions and the amended Scheme is enclosed along with the affidavit dated 11.4.2016.

2. M/s.Integrated Enterprises (India) Limited, the petitioner in C.P.No.543 of 2015 is the first Demerged company, M/s.Integrated Registry Services Limited, the petitioner in C.P.No.544 of 2015 is the second Demerged Company; M/s.IEP Insurance Broking Services Private Limited, the petitioner in C.P.No.545 of 2015 is the third Demerged Company and M/s.Integrated Registry Management Services Private Limited, the petitioner in C.P.No.546 of 2015 is the Resulting Company.

3. A perusal of the records show that the respective petitioner companies have complied with the formalities as prescribed under the Companies Act and the Rules framed therein. The affidavits of the equity shareholders giving their consent to the scheme is appended as Annexure 1 to the affidavit dated 11.4.2016 filed along with C.P.Nos.543 to 546 of 2015.

3.1. By order dated 26.11.2015 passed in C.A.Nos.1145 1147 and 1148 of 2015, in respect of the respective Demerged Companies, in C.A.No.1149 of 2015 in respect of the Resulting Company this Court dispensed with the convening, holding and conducting of the meeting of the shareholders of the Demerged Companies and Resulting Company respectively, for the purpose of considering and if thought fit approving with or without modification the scheme.

3.2. It is stated that Demerged Company Nos.2 and 3 have no secured creditors, a circumstance which holds good for the Resulting Company, as well. The certificate of the Chartered Accountant confirming the same is annexed as Annexure 17 to the respective petitions. However, in so far as Demerged Company No.1 is concerned, since it has four secured creditors, their affidavits of consents have been filed. These affidavits are appended as Annexure 17 in C.P.No.543 of 2015.

3.3 By order dated 26.11.2015 in C.A.No.1146 of 2015, in respect of Demerged Company No.1, this Court dispensed with the convening, holding and conducting of the meeting of its Secured Creditors, for the purpose of considering and if thought fit approving with or without modification the scheme.

4. The Board of Directors (BODs) of the Demerged Companies and the Resulting company vide two separate resolutions of even date i.e., 24th July 2015, considered and approved the scheme. The copies of the BODs are appended as Annexure 13' to these petitions.

5. The petitioners state that no investigation proceedings are pending against them under Sections 235 to 251 or any other provisions of the Companies Act, 1956.

6. Learned counsel appearing for the petitioners submits that the petitioners have amended the Scheme. In this regard, the petitioners have filed an affidavit stating that they have amended the Scheme after obtaining consent from the equity shareholders and accordingly, the amended scheme has also been filed along with the typed set of papers. In the affidavit dated 11.4.2015, it is stated as follows:

“3. I state that thereafter, the Company Petition has been pending for enquiry and hearing. I state that in this process, the financial hear 2015-16 has ended. The Appointed Date as proposed in the Scheme was 1st April 2015. This date was adopted on the basis that the financial year closest to the time of proposal of the Scheme was 31/3/2015, and it was anticipated that the Court processes relating the Scheme would be concluded by 31/3/2016. However, and since this did not transpire, and the financial year has also ended in the meanwhile, the Petitioner-Demerged Company 2 is proposing an amendment to the Appointed Date set out in the Scheme to 1/4/2016 in place of 1/4/2015.

4. I state that amending the Appointed Date of