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Issues involved:
1. Approval of scheme of arrangement/demerger under Chapter V of the Companies Act, 1956. 2. Holding of equity shareholders and creditors meetings for approval of the proposed scheme. 3. Consideration of objections raised by the Official Liquidator regarding reduction of share capital and increase in authorized capital of transferee companies. 4. Compliance with necessary requirements for approval of the demerger scheme. 5. Sanctioning of the modified scheme of arrangement/demerger. Issue 1: Approval of scheme of arrangement/demerger under Chapter V of the Companies Act, 1956: The applicant transferor-company, Gulshan Sugars & Chemicals Ltd., presented a scheme of arrangement/demerger under Chapter V of the Companies Act, 1956. The scheme involved transferring the Sorbitol Division to Gulshan Polyols Ltd. and the Precipitated Calcium Carbonate Division to Gulshan Chemfill Ltd. Meetings of equity shareholders and creditors were scheduled to consider and approve the scheme. Modifications to the original scheme were proposed and approved unanimously by the shareholders and creditors present in the meetings. The modified scheme was filed with the court for approval. Issue 2: Holding of equity shareholders and creditors meetings for approval of the proposed scheme: Meetings of equity shareholders and creditors of the applicant transferor-company were held as scheduled. The Chairman's reports confirmed the presence of requisite quorum and approval of the modified scheme by the shareholders and creditors. The IDBI's request for appropriate allocation of interest-bearing funds was considered, leading to modifications in the scheme that were accepted by the stakeholders present at the meetings. Issue 3: Consideration of objections raised by the Official Liquidator: The Official Liquidator raised objections regarding the reduction of share capital of the transferor company and the need for an application under rule 85 for approval of the court. The Official Liquidator also highlighted the necessity to increase the authorized capital of the transferee companies to accommodate the transferred capital. The applicant filed an application under rule 85, which was supported by the Official Liquidator, leading to the approval of the reduction of paid-up capital. Issue 4: Compliance with necessary requirements for approval of the demerger scheme: The applicant transferor-company filed a petition under rule 79 of the Companies (Court) Rules, 1956, seeking approval of the demerger scheme. Notices were published, and representations from the Central Government and Official Liquidator indicated no objections to the proposed scheme. The applicant complied with the necessary requirements, leading to the approval of the demerger scheme by the court. Issue 5: Sanctioning of the modified scheme of arrangement/demerger: Considering the unanimity among equity shareholders and creditors, absence of adverse reports, and no objections from any party, the court deemed it appropriate to sanction the modified scheme of arrangement/demerger. The court allowed the application for an increase in authorized capital of the transferee companies, and the demerger scheme detailed in Annexure-A to the petition was sanctioned. The certified copy of the order was directed to be filed before the Registrar of Companies within 30 days. This detailed analysis outlines the approval process, stakeholder meetings, objections raised, compliance with legal requirements, and the final sanctioning of the demerger scheme by the court.
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