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2008 (7) TMI 576 - HC - Companies LawCompromise and arrangement - whether, in a Scheme of arrangement between a company and its members, a meeting of the creditors of the company is statutorily mandated, and is invariably required to be held? Held that:- The Scheme as filed in Court would show that it would benefit the transferor, the transferee, and the resulting companies and their respective shareholders and that the Scheme was drawn up to consolidate the plastics/packaging business and information technology KPO into two distinct entities i.e., the resulting company and the demerged company respectively, that the same would be distinctly advantageous to the shareholders of the company, that the Scheme, upon implementation, would result in creation of independent and financially strong entities having the necessary focus to pursue their individual growth strategies thereby resulting in enhancement of shareholder’s value, that it would allow greater flexibility to the investor in their investment decisions in future, that the Scheme would provide the resulting company and the demerged company enhanced flexibility in their business operations, formulation of growth strategies and implementation of growth plans, that it was likely that the synergies of consolidating the plastics/packaging business and information technology KPO into distinct entities would lead to re-rating of the stock of the resulting company and the demerged company and value enhancement for the shareholders of both the companies and that the Scheme would also provide scope for independent growth and expansion. It is also stated that the Scheme would create enhanced value for the shareholders and allow focused strategy in operations which would be in the best interests of the company, the shareholders and all persons connected thereto. The Scheme provides for protection of the services of all the employees’ who are to be continued on terms and conditions not less favourable than which were applicable to them earlier. It cannot, therefore, said that the Scheme of amalgamation, if approved, would be against public interest. Thus sanction the Scheme of arrangement.
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