2013 (9) TMI 1238 - HC - Companies Law

Summary

Issues involved: Second motion petition u/s 391 of the Companies Act, 1956 seeking sanction of the Scheme of Arrangement between the Petitioner company and equity shareholders.

Details of the Judgment:

1. The second motion petition was filed u/s 391 of the Companies Act, 1956 seeking sanction of the Scheme of Arrangement between the Petitioner company and the equity shareholders.

2. The registered office of the Petitioner company is located in Delhi, within the jurisdiction of the Court.

3. Details regarding the incorporation date, capital structure, and financial accounts of the Petitioner company were provided in the petition.

4. The Memorandum, Articles of Association, and audited annual accounts of the Petitioner company were submitted.

5. A resolution by the Board of Directors approving the Scheme was filed with the petition.

6. No proceedings u/s 235 to 251 of the Act were pending against the Petitioner company.

7. Meetings of equity shareholders, secured creditors, and unsecured creditors were convened and the proposed Scheme was unanimously approved.

8. Notices were issued to the Registrar of Companies and Central Government, and citations were published in newspapers as directed by the Court.

9. The Regional Director raised concerns regarding compliance with RBI regulations and the purchase of equity shares exceeding limits set by Section 77A of the Act.

10. The Petitioner cited a judgment of the Bombay High Court to support the legality of the share purchase under the Scheme.

11. The Petitioner affirmed compliance with RBI requirements post-Scheme approval, addressing the RD's observations.

12. The RD's observation regarding share purchase no longer held relevance post the Petitioner's submission.

13. No objections were received to the Scheme from any party involved.

14. Approval was granted to the Scheme under Section 391 of the Act due to shareholder and creditor approval, RD's affidavit, and Petitioner's submissions.

15. The Petitioner was directed to file a certified copy of the order with the ROC within 30 days.

16. The Petitioner agreed to deposit a sum in the Common Pool Fund of the Official Liquidator.

17. The petition was allowed as per the terms mentioned, with the order to be given dasti.