2002 (10) TMI 429 - HC - Companies Law

Summary

Issues Involved:
1. Sanctioning of the scheme of arrangement under sections 391 to 394 of the Companies Act, 1956.
2. Compliance with statutory provisions for the scheme of arrangement.
3. Representation and approval by shareholders and creditors.
4. Objections by the Regional Director, Department of Company Affairs.
5. Objections by specific creditors.
6. Legal and procedural requirements for transferee companies.

Detailed Analysis:

1. Sanctioning of the Scheme of Arrangement:
Kirloskar Electric Company filed a petition under sections 391 to 394 of the Companies Act, 1956, requesting the Court to sanction a scheme of arrangement to be binding on all shareholders and creditors. The scheme aimed to address the company's financial difficulties by restructuring its debt and operations.

2. Compliance with Statutory Provisions:
The Court examined whether the statutory provisions were complied with, including convening meetings of shareholders and creditors, issuing notices, and obtaining necessary approvals. The petitioner-company followed the required procedures, including advertising the petition and holding meetings as directed by the Court.

3. Representation and Approval by Shareholders and Creditors:
Meetings were held for equity shareholders, secured creditors, and unsecured creditors. The scheme was approved by the majority of equity shareholders and unsecured creditors. However, only 58.31% of the secured creditors approved the scheme, which did not meet the required three-fourths majority as per section 391(2) of the Act.

4. Objections by the Regional Director, Department of Company Affairs:
The Regional Director raised objections, including:
- The scheme was not approved by the requisite majority of secured creditors.
- Separate meetings for preference shareholders and secured creditors (IDBI Limited) were not convened.
- Transferee companies did not file petitions, raising concerns about the scheme's binding nature on these entities.

5. Objections by Specific Creditors:
- Kirloskar Proprietary Limited: Objected to the use of the 'Kirloskar' trademark by the transferee company without proper authorization.
- State Bank of Travancore: Objected to the scheme due to concerns about the company's ability to service its debts and the dilution of security for the facilities extended to the petitioner-company.

6. Legal and Procedural Requirements for Transferee Companies:
The Court emphasized that both transferor and transferee companies must comply with sections 391 to 394 of the Act. The transferee companies, M/s. Kaytee Switch Gear Private Limited and M/s. Best Trading and Agencies Limited, did not file separate petitions or obtain necessary approvals from their shareholders and creditors. The Court noted that without compliance from the transferee companies, any order sanctioning the scheme would not bind them, leading to an incongruous situation.

Conclusion:
The Court concluded that the petition filed by the transferor company alone was insufficient to sanction the scheme of arrangement. The transferee companies needed to comply with statutory requirements, including filing petitions and obtaining necessary approvals. As these requirements were not met, the Court rejected the petition. The scheme of arrangement could not be sanctioned without the participation and compliance of the transferee companies.