9911796707
TMI Blog2013 (10) TMI 1594X X X X Extracts X X X X X X X X Extracts X X X X ..... by which the Company Court sanctioned a scheme of arrangement under Sections 391 and 394 of the Companies Act, 1956. The scheme of arrangement contemplates that a division of Pantaloon Retail India Limited shall stand transferred to Peter England Fashions and Retail Limited. In consideration of the demerger, the shareholders of the demerged company are to be allotted shares on a proportionate basis in the resulting company. 3. The scheme of arrangement was sanctioned by the learned Company Judge on 1 March 2013. A copy of the order of the Company Court was received on 26 March 2013. Form-21 was filed with the Registrar of Companies on 8 April 2013. The equity shares of the resulting company were listed on the Bombay Stock Exchange on 17 Ju ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ld suffice to note that the claim is, inter alia, on account of unpaid license fees and damages and is seriously in dispute. The claim would have to be adjudicated upon in the arbitral proceedings. 5. The learned Single Judge by the impugned judgment and order dated 1 March 2013 sanctioned the scheme of arrangement holding that : (i) When such a claim is presented before the Court for sanction, the jurisdiction of the Court is supervisory and not appellate; (ii) Once it is established - as it has been - that requisite statutory compliances were made that the scheme was not against public interest and the requisite number of shareholders had accepted the scheme, the Court cannot refuse to sanction the scheme by questioning the wisdom an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not sit in judgment over the commercial wisdom of the shareholders. The jurisdiction of the Company Court is confined to determining whether there has been a compliance with the statutory requirements; whether the scheme has the support of a requisite majority; whether the required meetings of the creditors, or as the case may be, of the members were held; whether necessary material has been placed before the creditors, or as the case may, before the members; and whether the scheme is violative of any provision of law or contrary to public policy. The scheme must be just, fair and reasonable to prudent men of business. 8. In the present case, it is not in dispute that the Company Court has dispensed with the convening of a meeting of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on and approval to the scheme only on account of such a claim. In the affidavits that have been filed by the parties, they have placed their own version in support of their claims and counter claims. This Court is not a forum which could adjudicate and decide the same. Admittedly, the parties are before the Arbitral Tribunal which has taken cognizance of these versions and they are being adjudicated. Nothing prevents the intervener/objector, on the basis of the contents of the balance sheet in making an application for securing the alleged admitted sum. Once such a course is available under the Arbitration and Conciliation Act, 1996 and even thereafter when the intervener/objector secures and obtains an award crystalising the claims, then, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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