9911796707
TMI Blog2015 (9) TMI 1597X X X X Extracts X X X X X X X X Extracts X X X X ..... 52 of the Companies Act, 2013. 2.It has been submitted that the petitioner is a listed public limited company and is the flagship company of Ashima Group. It is engaged in the business of manufacturing cotton fabrics. The Company's equity shares are listed on BSE Limited and the National Stock Exchange of India Limited. A brief background for the need to enter into the Scheme of Compromise has been provided by the Petitioner Company. The Company ventured into cotton textiles manufacturing during the year 1992. Later on, it started manufacturing of Denim products from the year 1994-95 and Yard-dyed shirting products from the year 1996-97. In the year 1998-99, the company decided to expand its manufacturing facilities and for the purpose rai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n of the Company through re-structuring of Preference share capital as well as utilising its Security Premium Account to adjust its accumulated losses and a compromise and arrangement with its Secured Creditors for settlement of their Outstanding Secured Debts and/or variation of the terms and conditions applicable to their dues. It is envisaged that upon the Scheme being effective and upon implementation of the scheme, the Petitioner Company shall be in a position to operate more efficiently and in a beneficial manner in the interest of its shareholder and unsecured creditors. The Board of Directors of the Petitioner Company passed requisite resolutions in their meeting dated 15th day of December, 2014 and 7th day of March, 2015. 5. The P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... de the order dated 1st July, 2015, the procedure prescribed under Section 101(2) and of the Companies Act, 1956 as well as under rules 48 to 65 of the Companies (Court) Rules 1959, were also dispensed with. 7. Pursuant to the directions, issued for convening the meetings, after the due notices to all the Equity Shareholders, Preference Shareholders and Secured Creditors as well as the public notice, the said meetings were duly convened on 20th August 2015. The scheme was considered at the said meetings and it was approved unanimously by the Equity Shareholders, Preference Shareholders as well as Secured Creditors, present and voting at the respective meetings. The chairman's report alongwith affidavit dated 20th August 2015 has been placed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the said observations: (i) The observations made vide 2(a) and 2(b) of the affidavit of the Regional Director refer to the factual position and require no response. (ii) Vide para 2(c), it has been observed by the Regional Director that the Petitioner Company being a listed company had approached the concerned stock exchanges, viz. BSE and NSE, and obtained the requisite observation letters from the said exchanges. However, under the SEBI circulars dated 4th February, 2013 and 21st May, 2013, the approval from SEBI has to be obtained. In this regard, it has been submitted that the said petitioner company was required to obtain SEBI approval through the stock exchanges only and the said exchanges have actually granted the observation let ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bjection to the proposed scheme of arrangement. However, the petitioner Company has confirmed that it shall comply with applicable provisions of Income Tax Act and Rules. 11. Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits and the submissions made during the course of hearing, I am satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. I have come to the conclusion that the present scheme of arrangement is in the interest of its shareholders and creditors as well as in the public interest and the same deserves to be sanctioned. 12. Prayers in terms of paragraph 27(a),(b) and (c) of the Company Petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X
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