2007 (6) TMI 279 - HC - Companies Law

Summary

Issues involved:
Seeking sanction for a scheme of amalgamation u/s 391 to 394 of the Companies Act, 1956 involving Indian Petrochemicals Corporation Limited and Reliance Industries Limited.

Details of the Judgment:

1. Scheme of Amalgamation:
The scheme involves the amalgamation of Indian Petrochemicals Corporation Limited with Reliance Industries Limited. The scheme was approved by the Board of Directors, with the appointed date being 1-4-2006. New equity shares are to be issued by the transferee to the shareholders of the transferor in a specified ratio. Both the Bombay Stock Exchange and the National Stock Exchange have expressed no objection to the scheme.

2. Meetings and Voting:
Meetings were held for equity shareholders, secured creditors (including debentureholders), and unsecured creditors. The majority of shareholders and creditors voted in favor of the scheme, with only a small percentage voting against it. Some votes were declared invalid during the process.

3. Compliance and Advertisements:
After the petition was admitted, due advertisements were made in newspapers, and notices were served to relevant authorities. The Regional Director has confirmed that the scheme is not against public interest or the interest of stakeholders. All statutory requirements have been duly complied with, and there is no objection to the scheme.

4. Court Order:
The Court granted the requested relief under sections 391 to 394 of the Companies Act, 1956. The scheme of amalgamation was sanctioned, making it binding on the petitioner company, transferor company, shareholders, creditors, and all concerned parties. Various orders were issued regarding the transfer of business, debts, liabilities, continuation of legal proceedings, issuance of equity shares, employment transfer, and registration requirements.

5. Additional Requirement:
The Court directed the petitioner company to deliver a certified copy of the order to the Registrar of Companies, Maharashtra within a specified timeframe for registration purposes.