TMI Blog2016 (5) TMI 593X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Petitioner Company, as proposed between the Company and its Shareholders under Section391 and other applicable provisions of the Companies Act, 1956. 2. It has been submitted that the petitioner company is the wholly-owned subsidiary of Milacron Marketing Company LLC, USA. It is engaged in the business of manufacturing and selling of plastic processing machineries and components thereof. It is a profit- making company with substantially positive Net Worth. It is further submitted that the Petitioner Company has substantial liquid funds available which are more than its requirements, and hence, the Company has considered restructuring its share capital through purchase/Buy Back of Equity Shares from its existing Shareholders to th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Company as on 3st1 December 2015, prior to giving effect to the propose d Scheme was ₹ 222.9 Crores; Whereas in the Post Scheme scenario it shall still be approximately ₹ 154. 9 Crores. Considering the strong financial position o f the Petitioner Company, the meeting of the Unsecure d Creditors was dispensed with, vide the above referred order dated 29th March 2016. 4. A substantive petition for the sanction of the Scheme was filed by the petitioner company, which was admitted on 5th April 2016. The notice for the hearing of the petition was duly advertised in the Ahmedabad editions of the English daily newspaper Indian Express and the Gujarati daily newspaper Sandesh , dated 9th April 2016. The publication in the Govern ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proposed Scheme under the provisions of the above referred Acts. The petitioner has, so far, complied with and has further undertaken to comply with the applicable provisions of the said Acts as and when necessary, for the implementation of the Scheme. 7.2 The observation of the Regional Director made vide paragraph2(d) pertains to the factual statement about proposed Buy Back of part of the Issued, Subscribed and Paid up Share Capital of the Company and the amount of consideration proposed to be paid for them at the fair value determined on the basis of the Valuation Report provided by an independent valuer M/s SSPA and Co., Chartered Accountants. 7.3 The observation of the Regional Director made vide paragraph2(e) pertains to Sectio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... udgments have relied upon the decision of the Division Bench of Bombay High Court in the matter of SEBI V/s Sterlite Industries (India) Limited , where it has been categorically held that it is not mandatory for a Company to buy back its shares only by following the procedure prescribed by Section 77A. Considering the said judgments and the submissions of learned counsel, in the view of this Court, in the present case as well, the Petitioner is entitled to chose between the two options available to it for the purpose of Buy Back of its shares, as proposed, and the said observation of the Regional Director no longer survives in light of the above. 7.4 Vide the observation made in paragraph2( f), the Regional Director has pointed out the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erest of the Petitioner Company as well as its shareholders and it does not appear to be prejudicial to the public interest. The Scheme, therefore, deserves to be sanctioned. The proposed Scheme of Arrangement in the nature of Buy Back of the Equity Shares and consequential Restructure of Capital is hereby sanctioned. 9. The prayers in terms of paragraph17 (a) of the Company Petition No.105 of 2015 are granted. 10. The petition is disposed of, accordingly. So far as the costs to be paid to the Central Government Standing Counsel are concerned, they are quantified at ₹ 7,500/. The same may be paid to the learned Standing Counsel appearing for the Central Government. 11. The petitioner Company is directed to file a copy of this ..... X X X X Extracts X X X X X X X X Extracts X X X X
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