2003 (12) TMI 337 - HC - Companies Law

Issues Involved:

1. Sanction under Section 394(1) of the Companies Act, 1956.
2. Objections to the scheme of arrangement.
3. Valuation and exchange ratio of shares.
4. Benefits to the petitioner and its shareholders.
5. Commercial wisdom and decision-making.
6. Compliance with statutory formalities and majority approval.
7. Allegations of coercion of minority shareholders.

Detailed Analysis:

1. Sanction under Section 394(1) of the Companies Act, 1956:
The Court was asked to sanction a scheme of arrangement under Section 394(1) of the Companies Act, 1956, where NPIL's investment in GGPL would be transferred to Kojam Fininvest Ltd. ("Kojam"). As consideration, Kojam would issue shares to NPIL shareholders at a ratio of 1:4.

2. Objections to the scheme of arrangement:
An objection was raised by a former employee and shareholder, representing 0.00071% of the total share capital. The objections included the lack of valuation of GGPL shares, the suggestion to sell shares in the open market, and the claim that the scheme primarily benefited the promoters.

3. Valuation and exchange ratio of shares:
The objector argued that no valuation was made for GGPL shares before determining the 4:1 exchange ratio and that GGPL shares were worth Rs. 95 each. The Court noted that this was not a scheme of amalgamation but a transfer of investment, and thus, a valuation for determining an exchange ratio was not necessary. The ratio was based on ensuring Kojam had a minimum paid-up capital of Rs. 10 crores for listing purposes.

4. Benefits to the petitioner and its shareholders:
The Court highlighted the benefits of the scheme, as outlined in Paragraph 15 of the petition. These included allowing NPIL to focus on its core pharmaceutical business, improving financial indicators such as profit before tax, debt/equity ratio, and return on capital employed, and providing shareholders with an opportunity to unlock value through tradable shares of Kojam.

5. Commercial wisdom and decision-making:
The Court emphasized that the commercial wisdom of the Board of Directors and shareholders, who overwhelmingly supported the scheme, should not be substituted by the Court's judgment. The Board's decision was based on improving NPIL's financial health by divesting from a capital-intensive subsidiary that had not declared dividends for two years.

6. Compliance with statutory formalities and majority approval:
The Court confirmed that all statutory formalities were followed, and the resolution was passed by the requisite majority. The shareholders had the relevant material to make an informed decision, and the scheme was not violative of any law or public policy.

7. Allegations of coercion of minority shareholders:
The Court found no evidence that the majority was coercing the minority shareholders. All shareholders were to receive shares in Kojam proportionate to their holdings in NPIL, and these shares would be tradable upon listing. The objector, who held a minuscule proportion of shares and did not attend the meeting to raise objections, could not substantiate claims of coercion.

Conclusion:
The Court dismissed the objections, finding no merit in them, and made the Company Petition absolute in terms of prayer clause (a). The scheme of arrangement was sanctioned, allowing NPIL to transfer its investment in GGPL to Kojam, thereby enabling NPIL to focus on its core business and improve its financial standing.

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