2009 (8) TMI 700 - HC - Companies Law

Scheme of Demerger - Held that - As no adverse circumstances are brought to the notice of this Court hence subject to the observations made hereinabove on the aspects of the alleged breach or any action as may be initiated in future the present Scheme of Arrangement in the nature of demerger is sanctioned as per the provisions of Companies Act.

Summary

The High Court of Gujarat delivered a judgment in 2009 regarding the sanctioning of a Scheme of Demerger of Idea Cellular Ltd. and Idea Cellular Towers Infrastructure Ltd. The court noted that all necessary meetings have been held and the Scheme has been approved by the requisite majority of equity shareholders, secured creditors, and unsecured creditors. The petition was admitted in July 2009, and the necessary advertisements were published in newspapers. The Central Government raised objections regarding the balance sheet of the demerged company and complaints from SEBI, but as there were no initiated proceedings, the court decided to sanction the Scheme subject to the observations made. The resulting company's registered office was in Delhi, and the High Court of Delhi had already granted sanction to the Scheme. No other adverse circumstances were reported, and the court sanctioned the demerger, with the cost of the Central Government quantified at Rs. 3,500. The petitioning company was directed to pay this cost directly to the Assistant Solicitor General.