2007 (12) TMI 282 - HC - Companies Law

Compromise and arrangement - Held that - This court doth hereby sanction the proposed scheme of arrangement subject to the mentioned condition imposed and undertakings recorded set forth in annexure A of the petition and specified in the Schedule A hereto and doth hereby declare the same to be binding with effect form April 15, 2007 (hereinafter referred to as the said appointed date ) or the said Celica, Mircofirm and Glacier and this shareholders and all concerned.

Issues:
1. Sanctioning a scheme of arrangement between multiple petitioner-companies.
2. Transfer of properties, rights, and powers to a specific company.
3. Transfer of debts, liabilities, duties, and obligations to a specific company.
4. Continuation of legal proceedings by or against the specific company.
5. Filing schedule of assets by certain companies.
6. Delivery of certified copies of the order for registration.
7. Issuance of shares to specific entities.
8. Fate of employees in the outgoing business undertakings.
9. Payment of costs by petitioner companies.
10. Documentation requirements for sanctioning the scheme.

1. Scheme of Arrangement:
The High Court of Calcutta, after considering various affidavits and submissions, sanctioned a proposed scheme of arrangement between three petitioner-companies subject to specific conditions and undertakings. The scheme was declared binding from a specified date, and modifications were made to certain clauses of the scheme based on the submissions made by the petitioner-companies.

2. Transfer of Properties:
The court ordered the transfer of properties, rights, and powers of two petitioner-companies to a specific company from the appointed date. This transfer was to take effect without any further act or deed, in accordance with section 394(2) of the Companies Act, 1956, subject to existing charges.

3. Transfer of Debts and Obligations:
Debts, liabilities, duties, and obligations of the petitioner-companies relating to their outgoing business undertakings were directed to be transferred to the specific company from the appointed date. This transfer was to be done without any further act or deed, as per section 394(2) of the Companies Act, 1956.

4. Continuation of Legal Proceedings:
All pending proceedings, suits, and appeals involving the petitioner-companies' outgoing business undertakings were to be continued by or against the specific company to which the transfers were made.

5. Filing of Schedule of Assets:
The petitioner-companies were granted permission to file their schedule of assets related to their outgoing business undertakings within a specified timeframe from the date of the court order.

6. Delivery of Certified Copies:
Within a designated period, the petitioner-companies were required to deliver certified copies of the court order to the Registrar of Companies for registration purposes.

7. Issuance of Shares:
An objection regarding the issuance of shares to specific entities as opposed to shareholders was dismissed by the court, indicating that the issuance was permissible and not in violation of any provisions.

8. Fate of Employees:
The court disregarded objections concerning the fate of employees working in the outgoing business undertakings of the petitioner-companies, with assurances given by the companies that employees would remain unaffected.

9. Payment of Costs:
The petitioner companies were directed to pay the Regional Director costs related to the application, as assessed by the court.

10. Documentation Requirements:
Upon receiving specific documentation in an acceptable form, the concerned department would append it to the certified copy of the court order without necessitating a hand-written copy, facilitating the process of sanctioning the scheme of arrangement.

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