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2006 (12) TMI 240 - HC - Companies Law

Issues involved:
Approval of a composite scheme of demerger and arrangement u/s 391 and 394 of the Companies Act 1956 for Nahar Spinning Mills Ltd., Nahar Exports Ltd., and Nahar Capital and Financial Services Ltd.

Details of the Judgment:

Issue 1: Approval of Scheme for Nahar Spinning Mills Ltd. (Petitioner No. 1)
- Petitioner No. 1's background, capital structure, business activities, and financial status were presented.
- Shareholders and creditors meetings were held, and the scheme was approved by the majority.
- No objections were received except for a disputed claim by a printer, which was addressed in an affidavit.
- The disputed liability needs to be resolved in a competent court.
- The Regional Director highlighted that Petitioner No. 3's incorporation and financial status need further compliance with RBI norms.
- The scheme involved transferring the investment business of Petitioner No. 1 to Petitioner No. 3, resulting in a reduced paid-up value of existing equity shares.

Issue 2: Approval of Scheme for Nahar Exports Ltd. (Petitioner No. 2)
- Details of Petitioner No. 2's business activities, capital structure, and approval process similar to Petitioner No. 1.
- The scheme involved transferring the textile business of Petitioner No. 2 to Petitioner No. 1 for consolidation and future growth.
- The Regional Director approved the hiving off of the textile business, and all necessary approvals were obtained.

Final Decision:
- The court granted sanction to the scheme of demerger and arrangement for both Petitioner No. 1 and Petitioner No. 2.
- Sanction was subject to Petitioner No. 3 obtaining necessary approvals from the Registrar of Companies and RBI within six months.
- Failure to comply would result in the scheme being revoked.
- Public notices were to be issued regarding the sanction of the scheme.
- Interested parties were given the liberty to seek further directions from the court if needed.

Conclusion:
The petition was disposed of in accordance with the order granting sanction to the composite scheme of demerger and arrangement for the involved companies.

 

 

 

 

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