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TMI Blog1999 (10) TMI 589X X X X Extracts X X X X X X X X Extracts X X X X ..... ') which is holding along with its subsidiaries and associates more than 90 per cent of the share capital of RCL as also for reduction of the share capital. 2. The authorised capital of RCL is 25,000 11 per cent cumulative redeemable preference shares of Rs. 100 each and 1,80,00,000 equity shares of Rs. 10 each, that is to say total Rs. 1825 lakhs. The issued, subscribed and paid-up capital is 1,65,42,774 equity shares of Rs. 10 each less call in arrears of Rs. 0.05 lakhs, that is total Rs. 1654.23 lakhs. 3. RCL has been incorporated on 15-4-1978. The object of RCL has been more particularly set up in its memorandum of association. The main object of RCL is to produce, manufacture, refine, prepare, import, export, purchase, sell and gener ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hall stand transferred to and vested in ICL. The shareholders of RCL other than ICL shall be entitled to receive from ICL Rs. 300 per equity share held by them in RCL being the settlement price and they shall cease to have any interest in the said cement division. The other business of RCL shall continue to be vested in RCL. The arrange-ment shall not in any manner affect or modify the service conditions of the employees of the cement division of RCL. All the employees of RCL engaged in and for the business of the cement division of RCL on the effective date shall become the employees of ICL without any break or interruption in service on the same terms and conditions on which they are engaged as on the effective date and their services sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sociation shall accord-ingly stand altered. 5. In C.A. No. 263 of 1999, dated 25-6-1999, RCL was directed to convene a meeting of the equity shareholders for the purpose of considering and approving the scheme of arrangement. Shri P. Badri Premnath, advocate, had been appointed as the Chairman to convene the meeting and report the result. Notice of the meeting was sent individually to the members of RCL under certificate of posting on 2-7-1999 with a copy of the scheme of arrangement and statement required by section 393 of the Act as also the form of proxy. The explanatory statement had been annexed with the notice. Notice of the meeting was duly advertised in Deccan Chronicle and Eenadu on 3-7-1999 and on 4-7-1999 accordingly. On 26-7-19 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... amount of interest payable on UTI of Rs. 500.00 lakhs. Similarly, part of the condition No. (c) relating to the private placement of preference shares to the extent of Rs. 25 crores by ICL has been completed by allotment of the preference shares on 15-7-1999 and 23-8-1999 and has undertaken to comply the remaining part of this condition regarding the private placement of equity shares of Rs. 40 crores within a period of four months from today and has also undertaken to comply the condition No. (d) relating to the obtaining of all the statutory approvals. 7. The Regional Director of Department of Company Law Affairs, Chennai, had been noticed and it has decided that no representation is to be filed by the Central Government either to suppo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ror company to report compliance with the requirement of section 102 of the Act. 10. Relying on the case of Novopan India Ltd. (supra), it has been held in the case of Sumitra Pharmaceuticals & Chemicals Ltd. In re. [1997] 88 Camp. Cas. 619/ 14 SCL 8 (AP) that the requirement of setting out the intention to move a resolution as special resolution for reduction of the share capital cannot be said to be mandatory requirement though passing special resolution is mandatory. When the resolution has been approved by the shareholders and it has been intimated to the Registrar of Compa-nies with the requisite fees, the major secured creditors had also agreed to the proposed reduction of share capital and the transferee company is prepared to take ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the proposed scheme of arrangement annexed with the petition, with the consequential reliefs as sought in the petition and consequently all the rights, liabilities and duties of the cement division of RCL shall stand transferred to and vested in ICL and without any further act or deed. ICL shall comply the part of the condition No. (c) mentioned in the letter of IDBI dated 8-6-1999 by doing private placement of the equity shares to the extent of Rs. 40 crores positively within a period of our months from today and RCL as well as ICL shall obtain all the statutory approvals. A copy of the scheme of arrangement shall be attached to this order. RCL is directed to file a copy of this order with the Registrar of Companies within a period of thir ..... X X X X Extracts X X X X X X X X Extracts X X X X
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