Sanction Granted for Demerger & Arrangement Scheme under Companies Act for Nahar Spinning Mills & Nahar Exports

The court granted sanction to the composite scheme of demerger and arrangement under sections 391 and 394 of the Companies Act 1956 for Nahar Spinning Mills Ltd. and Nahar Exports Ltd. The scheme involved transferring businesses between the companies for consolidation and future growth. The approval was subject to compliance with necessary approvals within six months, with failure resulting in revocation. Public notices were required, and interested parties could seek further directions if needed. The petition was disposed of in accordance with the court's order.

---

---

Issues involved:
Approval of a composite scheme of demerger and arrangement u/s 391 and 394 of the Companies Act 1956 for Nahar Spinning Mills Ltd., Nahar Exports Ltd., and Nahar Capital and Financial Services Ltd.

Details of the Judgment:

Issue 1: Approval of Scheme for Nahar Spinning Mills Ltd. (Petitioner No. 1)
- Petitioner No. 1's background, capital structure, business activities, and financial status were presented.
- Shareholders and creditors meetings were held, and the scheme was approved by the majority.
- No objections were received except for a disputed claim by a printer, which was addressed in an affidavit.
- The disputed liability needs to be resolved in a competent court.
- The Regional Director highlighted that Petitioner No. 3's incorporation and financial status need further compliance with RBI norms.
- The scheme involved transferring the investment business of Petitioner No. 1 to Petitioner No. 3, resulting in a reduced paid-up value of existing equity shares.

Issue 2: Approval of Scheme for Nahar Exports Ltd. (Petitioner No. 2)
- Details of Petitioner No. 2's business activities, capital structure, and approval process similar to Petitioner No. 1.
- The scheme involved transferring the textile business of Petitioner No. 2 to Petitioner No. 1 for consolidation and future growth.
- The Regional Director approved the hiving off of the textile business, and all necessary approvals were obtained.

Final Decision:
- The court granted sanction to the scheme of demerger and arrangement for both Petitioner No. 1 and Petitioner No. 2.
- Sanction was subject to Petitioner No. 3 obtaining necessary approvals from the Registrar of Companies and RBI within six months.
- Failure to comply would result in the scheme being revoked.
- Public notices were to be issued regarding the sanction of the scheme.
- Interested parties were given the liberty to seek further directions from the court if needed.

Conclusion:
The petition was disposed of in accordance with the order granting sanction to the composite scheme of demerger and arrangement for the involved companies.

---