TATA ADVANCED MATERIALS LIMITED Vs. NIL

JUDGEMENT

(1.) This Company Petition is filed by the petitioner -Company under Sections 391 and 394 r/w Section 100 of the Companies Act, 1956 r/w Rule 79 of the Companies (Court) Rules, 1959 praying the Court that the scheme of arrangement produced as per Annexure 'E' between the petitioner -Company and its creditors and members may be sanctioned with effect from 1.4.2015 so as to be binding on all the share holders, secured creditors and unsecured creditors of the petitioner -Company and on the petitioner -Company.

(2.) The brief facts as pleaded by the petitioner are that the petitioner -Company was originally incorporated by the name M/s.Matrix Materials Ltd. on 10.11.1989 under the Companies Act, 1956 as a Company limited by shares. The name of the petitioner -Company was subsequently changed to M/s.Tata Advanced Materials Ltd., (for short "TAML") on 18.11.1992. The registered office of the Company is situated at No.10, Jigani Industrial Area, Jigani, Bangalore. Petitioner - Company is engaged in the business of providing Global engineering, manufacturing and design services in advanced composites. The Memorandum and Articles of association is produced as per Annexure 'C'. The authorized capital of the petitioner -Company as on 31.3.2015 was Rs.300,00,00,000 consisting of 16,00,00,000 equity shares of Rs.10/ - each and 1,40,00,000 non -cumulative, non -convertible redeemable preference shares of Rs.100/ - each. The issued, subscribed and paid up capital is Rs.266,76,32,870 consisting of 14,17,63,287 equity shares of Rs.10/ - each, 50,00,000 number of 6% redeemable non -cumulative, non -convertible preference shares of Rs.100/ - each and 75,00,000 numbers of 8% redeemable non -cumulative, non - convertible preference shares of Rs.100/ - each. The balance sheet of the petitioner -Company for the year ending 31.3.2015 is at Annexure 'D'. It is further pleaded that the Board of Directors of the petitioner -Company has approved and adopted the scheme of arrangement at its 120th meeting held on 19.2.2015. The Board Resolution is as per Annexure 'H'. The objects clause of the Memorandum of Association of the applicant - Company enables it to enter into a scheme of arrangement i.e., Clause III(B)(13). Further, Article 70 of the Articles of Association permits the applicant -Company to reduce its capital. The salient features of the scheme of arrangement are as under:

(3.) In the affidavit dated 29.10.2015 filed on behalf of Registrar of Companies, Karnataka it is contended that their office has been communicated by the Regional Director, Ministry of Corporate Affairs, South East Region, Hyderabad vide reference dated 8.10.2015 stating that he being the competent authority on behalf of the Central Government has examined the scheme with reference to the materials made available and it has been decided to make the following observations. The notice dated 7.8.2015 was issued to Income Tax Department as required by Ministry of Corporate Affairs General Circular No.1/2014 dated 15.1.2014 giving 15 days time, but no comments/objections have been received so far from the Income Tax department by the office of the Regional Director. However, the following issues are also brought to the notice of this Court: