TMI Blog2006 (12) TMI 240X X X X Extracts X X X X X X X X Extracts X X X X ..... apital and Financial Services Ltd. (hereinafter to be referred as "petitioner No. 3"). Petitioner No. 1 was incorporated on December 16, 1980, as a private limited company under the provisions of the Act and the word "private" was deleted from the name of petitioner No. 1 on December 9, 1983, by the office of the Registrar of Companies, Punjab, H. P. and Chandigarh at Jalandhar. The authorised capital of petitioner No. 1 is Rs. 30,00,00,000 divided into 3,00,00,000 equity shares of Rs. 10 each, whereas issued, subscribed and paid up share capital is Rs. 16,69,03,238 excluding Rs. 13,68,512 allotment money unpaid, divided into 1,68,27,175 equity shares of Rs. 10 each. Petitioner No. 1 is engaged in the business of manufacture and export of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rvices Ltd., was incorporated on March 31, 2006, as a public limited company under the Act with the Registrar of Companies, Punjab, H.P. and Chandigarh at Jalandhar. The said company has been formed for the purpose of taking over the investment business of petitioner No. 1 upon sanction/approval of demerger of its business activity by this court. Upon the approval of the scheme, new equity shares shall be issued and allotted by petitioner No. 3 to the shareholders of Nahar Spinning Mills Ltd. (petitioner No. 1), on the record date, to be fixed for the purpose as per scheme. Petitioner No. 3 shall make an application to the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd., at Mumbai for listing and/or admitting for tradin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ss with or without modification the proposed composite scheme of demerger and arrangement. The aforesaid meetings were held under the chairmanship of the chairman appointed by this court. In respect of petitioner No. 1, 43 equity shareholders present either in person/proxy or through their authorised representatives, holding 96,76,292 equity shares having 96,76,292 votes attended the meeting. The vote of one shareholder, namely, Faqir Chand Jandey holding 150 equity shares having 150 votes was declared invalid. Thus, 42 equity shareholders holding 96,76,142 equity shares having 96,76,142 votes representing 100 per cent, in number as well as value, have approved the composite scheme of demerger and arrangement in accordance with section 391 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1,96,77,188.49 in value, approved the composite scheme of demerger and arrangement unanimously. 5 secured creditors of petitioner No. 2 were present through their authorised representative, representing the debts of an aggregate sum of Rs. 1,35,20,17,778 in value approved the composite scheme of demerger and arrangement unanimously. The meeting of equity shareholders was dispensed with in respect of petitioner No. 3 and that there was no secured and unsecured creditor of the said company. Notice of the present petition was published in the newspapers, namely, The Tribune, Times of India (All India edition), Punjab Kesari (Hindi) Delhi and Jalandhar editions, and Official Gazette of State of Punjab. Notice was also issued to the Regio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the amount claimed by M/s. Cranials Printers is disputed liability of the company. The same needs to be settled by the competent court of law. The Regional Director in his report has pointed out that petitioner No. 3 is a non-banking finance company which has been incorporated for the purpose of the scheme and certificate of commencement of business has not been issued as net owned funds are less than the prescribed norms of Rs. 2 crores as per Reserve Bank of India and that company has not yet got registered itself with the Reserve Bank of India. I have heard learned counsel for the petitioners at length. As per scheme, the investment business of petitioner No. 1, i.e., Nahar Spinning Mills Ltd., is to be demerged and transferr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equity shares is to facilitate petitioner No. 3 to seek registration from the Reserve Bank of India as a non-banking finance company as well as to obtain certificate of commencement of business. The other aspect of the scheme is demerger and transfer of textile undertaking of Nahar Exports Ltd., petitioner No. 2 to petitioner No. 1. Nahar Exports Ltd. is engaged in the business of manufacture and export of cotton, synthetic and blended yarn and also investment business. It is thought prudent and expedient to consolidate the textile business of Nahar Exports Ltd. and petitioner No. 1 under a single umbrella by way of a demerger and arrangement which would lead to more efficient utilisation of resources and create a stronger base for the f ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
