TaxTMI 
TaxTMI 
TaxTMI 
2011 (4) TMI 1210
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....he appointed date of the scheme. In all other respects the two companies would continue as in the past. 3. The aforesaid scheme is stated to have the approval of the board of directors of both the companies. 4. In Company Application No. 15 of 2010 this court vide order dated September 9, 2010, dispensed with the meeting of the shareholders and creditors of the resulting company as it had only one shareholder and a creditor who happened to be the demerged company only. However, to ascertain the wishes of the shareholders, secured and unsecured creditors of the demerged company, the court fixed their meetings on October 13, 2010, October 14, 2010 and October 15, 2010, to be convened under the respective chairman/alternate chairman appointed. Notices were accordingly directed to be issued both under certificate of posting individually to all concerned and by publication in the newspapers Statesman (English) published from New Delhi and Amar Ujala (Hindi) published from Meerut. 5. In pursuance of the above, it has been stated that notices of the meetings as fixed by the court were sent individually to each of the shareholders, secured and unsecured creditors of the demerged company....
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....t on record letter dated December 31, 2010, of the Joint Director issued on behalf of the Regional Director, Northern Region, Ministry of Corporate Affairs, Noida, U. P., permitting the official liquidator to appear before the court and to plead the stand taken by him in the affidavit dated November 30, 2010. 11. The petitioner-companies have filed a reply on affidavit to the above representation stating that the proposed modification/satisfaction/creation of charges in respect of the assets of the companies affected by the scheme of arrangement necessarily required Form No. 17 and all other formalities will be completed by both the companies with the Registrar of Companies, U. P., Kanpur. 12. The sanction of the scheme as prayed for in this petition has been opposed by only M/s. A. K. Builders and Suppliers, having its registered office at Aliganj, Lucknow by filing written objections as well as supplementary objections. On its behalf an Application No. 18729 of 2011 for dismissing the above company petition and another Application No. 50549 of 2011 for stay of proceedings of this petition have also been filed. 13. Sri R. P. Agrawal, learned counsel for the petitioner has filed....
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....akes to treat the objector as a secured creditor of the demerged company and to satisfy the dues in accordance with law. 17. The offer either way was not acceptable to Sri Prashant Kumar, learned counsel appearing for the objector M/s. A. K. Builders and Suppliers. Therefore, I was left with no option but to proceed and decide the objections on the merits. 18. A perusal of the objections raised on behalf of the objector M/s. A. K. Builders and Suppliers do reveal that the objector possibly has no objection against the scheme of arrangement except for the fear that the payment of its dues may get affected but no specific allegation has been made as to how its dues would get affected. The demerged company which owes money to it would continue to exist with sufficient assets to satisfy its dues even after separation of the demerged undertaking as per the scheme of arrangement. So the apprehension is misconceived specially when it is not the case that the assets left with the demerged company would not be good enough to take care of the dues of the objector. The demerged company has offered to secure its dues also but the offer was declined. Thus, there is no cause of concern left on....
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....it has been held that section 391(2) takes good care of the interest of small investors including the creditors as it provides for the approval of the scheme of arrangement by majority of the members/creditors present and voting and also by majority representing three-fourths in value of the members/creditors present and voting. Therefore, the twin requirements are that the scheme must be approved by the majority of members/creditors present and voting as well as by a majority representing three-fourths in value of the members/creditors present and voting. 24. The report of the chairman of the meeting of the equity shareholders which is supported by his affidavit discloses that a total of 287 shareholders in person and proxy were present in the meeting. Nine of them abstained from voting. All the other 278 members present voted in favour of the scheme of arrangement and as such the scheme was approved unanimously by all the equity shareholders present and voting. It further states that the value of the shares possessed by the shareholders present was Rs.22,86,82,371 and the value of 278 shareholders who voted in favour of the scheme of arrangement was Rs. 22,86,82,337 which was mu....
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.... the Meerut Division. There is no dispute that the above newspapers are well recognised newspapers having wide circulation throughout the region. There is no averment that the aforesaid two newspapers have no circulation or negligible circulation in the district of Saharanpur. The purpose and object of publishing notice in the newspaper is to give information about the meetings to be held and of hearing of the petition for acceptance of the scheme of arrangement and to make it known to the public to enable them to place their version or if necessary to object the scheme. The publication of the notices in the above newspapers amply serves the above purpose. This is in addition to service of individual notices to all concerned under certificate of posting. 30. No rule has been shown to me which requires that the notice of such meetings is required to be published in the newspapers of the district concerned. On the contrary, rule 74 of the Companies (Court) Rules, 1959 (hereinafter referred to as "the Rules") only provides that the notice of the meetings shall be advertised in such newspapers and in such a manner as the court may direct. Such a notice has to be in prescribed Form No.....