1995 (2) TMI 303 - HC - Companies Law

Summary

Issues:
1. Sanction of the Scheme of Arrangement between Global Sugar Limited and the Petitioner Company by the High Court of Gauhati.
2. Direction for the issuance of equity shares to the equity shareholders of Global Sugar Limited.
3. Filing of a certified copy of the court order with the Registrar of Companies, Shillong.

Analysis:
1. The High Court of Gauhati, in a judgment delivered by D.N. Baruah, J., sanctioned the Scheme of Arrangement proposed between Global Sugar Limited and the Petitioner Company. The court approved the Scheme as set forth in Annexure-'A' of the petition, making it binding on all equity shareholders of the Petitioner Company and the company itself from 1st October, 1994. The Scheme involved the amalgamation of Global Sugar Limited with the Petitioner Company. The court's approval was based on the unanimous acceptance of the proposed Scheme of Arrangement by the concerned parties.

2. In addition to sanctioning the Scheme, the High Court directed the Petitioner Company to issue equity shares to the equity shareholders of Global Sugar Limited as outlined in the Scheme of Arrangement. The shares were to be issued in a specific manner detailed in paragraph 7(a), (b), (c), (d), and (e) of the Scheme. The court mandated the Petitioner Company to issue these equity shares to the shareholders of Global Sugar Limited and instructed the filing of a certified copy of the court order with the Registrar of Companies, Shillong, within 30 days from the date of the order.

3. As part of the judgment, the High Court outlined the schedule and scheme of arrangement between Global Sugar Limited and its members for amalgamation with the Petitioner Company. The Scheme detailed various aspects, including the transfer of assets and liabilities, issuance of shares, treatment of employees, necessary approvals, dissolution of the Transferor Company, and other procedural requirements. The court emphasized the conditions and approvals necessary for the effective implementation of the Scheme, highlighting the role of the respective High Courts and other regulatory bodies in overseeing the process. Additionally, the judgment specified the consequences in case of non-sanctioning of the Scheme within a stipulated timeline, ensuring clarity on the legal implications in such scenarios.