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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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