2005 (8) TMI 385 - HC - Companies Law

Issues Involved:

1. Scheme of Arrangement between Upper Ganges Sugar & Industries Limited and New India Sugar Mills Limited.
2. Approval of the Scheme by Equity Shareholders.
3. Financial Position and Share Capital of both Companies.
4. Legal Compliance and Procedural Directions.
5. Consideration of Questions regarding Share Allotment and Stamp Duty.

Issue-wise Detailed Analysis:

1. Scheme of Arrangement between Upper Ganges Sugar & Industries Limited and New India Sugar Mills Limited:

The applicant-company, Upper Ganges Sugar & Industries Limited, filed an application under sections 391 to 394 of the Companies Act, 1956, proposing a scheme of arrangement with New India Sugar Mills Limited. The scheme involves the demerger and transfer of the Sugar Division of New India Sugar Mills Limited to the applicant-company. The rest of the business, assets, and liabilities of New India Sugar Mills Limited will continue to remain with New India Sugar Mills Limited.

2. Approval of the Scheme by Equity Shareholders:

The application prayed for a meeting of the equity shareholders of the applicant-company to consider and approve the proposed scheme. The Court directed that a meeting of the equity shareholders be convened and held at the registered office of the applicant-company on October 1, 2005, for this purpose. The notice of the meeting, along with the scheme and the statement required under section 393 of the Companies Act, 1956, is to be sent to each equity shareholder at least 21 clear days before the meeting.

3. Financial Position and Share Capital of both Companies:

The affidavit accompanying the application detailed the financial positions and share capitals of both companies. New India Sugar Mills Limited has an authorized share capital of Rs. 7,00,00,000 and an issued, subscribed, and paid-up share capital of Rs. 1,35,88,069. The applicant-company has an authorized share capital of Rs. 32,00,00,000 and an issued, subscribed, and paid-up share capital of Rs. 6,97,93,830. The latest audited accounts for both companies were for the year ended June 30, 2004.

4. Legal Compliance and Procedural Directions:

The application was supported by multiple affidavits and supplementary affidavits providing lists of equity shareholders, no-objection letters from stock exchanges, and necessary resolutions passed by the boards of directors. The Court directed that the explanatory statement to be sent along with the notice under section 393(1)(a) of the Companies Act, 1956, should provide complete details of the assets and liabilities of the Sugar Division of New India Sugar Mills Limited.

5. Consideration of Questions regarding Share Allotment and Stamp Duty:

During the hearing, questions arose regarding the necessity of allotting shares in the applicant-company to the shareholders of New India Sugar Mills Limited and whether the proposed scheme would attract registration under the Registration Act, 1908, and stamp duty under the Indian Stamp Act, 1899. The Court, referencing the Supreme Court decision in Rainbow Denim Ltd. v. Rama Petrochemicals Ltd., decided to postpone the consideration of these questions until the stage of confirmation of the scheme.

Conclusion:

The Court concluded that it is necessary to convene the meeting of the equity shareholders of the applicant-company to consider and approve the proposed scheme of arrangement. The meeting is to be held at the registered office of the applicant-company on October 1, 2005. The Court appointed a Chairman and an alternate Chairman for conducting the meeting and provided detailed directions regarding the notice, advertisement, and quorum requirements for the meeting.

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