2009 (6) TMI 581 - HC - Companies Law

Compromise and arrangement - scheme of arrangement involving financial restructuring - Held that - There is no substance in the objections taken to the proposed scheme either by the two objectors or the recommendation of the Regional Director for placing time-limit upto 31-3-2009. In that view of the matter the Petition should succeed. Since all the requisite statutory compliances have been fulfilled. Company Petition No. 293 of 2009 filed by the Petitioner company is made absolute

Issues Involved:
1. Sanction of the scheme of arrangement involving financial restructuring of Hindalco Industries Ltd. (HIL) and its equity shareholders under section 391, read with section 100 of the Companies Act, 1956.
2. Creation and utilization of a "Reconstruction Reserve Account" from the Securities Premium Account balance.
3. Objections raised by objectors and their locus standi.
4. Compliance with accounting standards and legal provisions.
5. Recommendations and objections by the Regional Director.

Detailed Analysis:

1. Sanction of the Scheme of Arrangement:
The company, Hindalco Industries Ltd. (HIL), sought the court's sanction for a scheme of arrangement under section 391, read with section 100 of the Companies Act, 1956. The scheme aimed at financial restructuring by creating a "Reconstruction Reserve Account" from the Securities Premium Account balance to adjust various expenses. The scheme was presented to ensure transparency and full involvement of all shareholders and stakeholders.

2. Creation and Utilization of Reconstruction Reserve Account:
The scheme proposed the creation of a "Reconstruction Reserve Account" from the Securities Premium Account balance to adjust expenses defined in clause 1.4 of the Scheme. These expenses included impairment, amortization, interest and financial charges, diminution in the value of investments, costs associated with projects, and professional fees. The scheme allowed the Board of HIL to transfer any remaining balance back to the Securities Premium Account if deemed no longer required.

3. Objections Raised by Objectors and Their Locus Standi:
Two objectors, Mr. Ramniranjan Kedia and Mr. Bhupendra Gandhi, opposed the scheme. The court examined the locus standi of Mr. Kedia, who was neither a shareholder nor a creditor, and ruled that he had no locus to object under section 391. Regarding Mr. Gandhi, the court questioned his bona fides as he possessed only one share at the time of the meeting but later acquired additional shares. Despite his objections, the scheme was overwhelmingly approved by the equity shareholders.

4. Compliance with Accounting Standards and Legal Provisions:
The objectors argued that the scheme would violate accounting standards by allowing adjustments against the Reserve Account instead of the profit and loss account. The court noted that section 211 of the Act permits deviations from accounting standards if disclosed properly in the financial statements. The court held that the scheme was a product of the shareholders' commercial wisdom and was not inherently unfair or illegal.

5. Recommendations and Objections by the Regional Director:
The Regional Director initially found the scheme not prejudicial to shareholders or public interest but later recommended a time-limit for implementing the scheme, limiting write-offs to the Securities Premium Account up to 31-3-2009. The court found no legal basis for this recommendation and emphasized that imposing such a restriction would interfere with the commercial discretion of the stakeholders and the Board of Directors.

Conclusion:
The court overruled the objections, emphasizing the commercial wisdom of the shareholders and the Board of Directors. It held that the scheme did not violate any legal provisions or accounting standards, provided necessary disclosures were made. The scheme was approved, and the petition was made absolute, with the company directed to pay costs to the Regional Director.

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