HCL INFOSYSTEMS LIMITED Vs. STATE

JUDGEMENT

(1.) These are three petitions filed by the petitioner companies under sections 391 to 394 of the Companies Act, 1956, praying for according sanction to the scheme of arrangement between M/s. HCL Infosystems Limited, the demerged company, and HCL Technologies Limited, the resulting company, and HCL Infinet Limited, the transferee company. As the issues arising for consideration revolve around similar facts and similar issues, I propose to dispose of all the three petitions by this common judgment and order.

(2.) HCL Infosystems Limited proposed to enter into a scheme of arrangement with HCL Technologies Limited and HCL Infinet Limited. The aforesaid scheme was approved by the Boards of all the three companies. The petitioners on the basis thereof filed applications in this Court under section 391(1) and 394 of the Companies Act praying for directions convening of the meetings of the shareholders and the secured and unsecured creditors of all the three companies for the purpose of considering the scheme of arrangement.

(3.) The application filed by HCL Infosystems Ltd. was registered as CA(M) 21 of 2003. This Court after considering the records and the averments made in the application was satisfied that it was not necessary to hold separate meetings of the unsecured creditors of the said company to whom the debt due is below Rs.10 lakhs. Accordingly, the requirement of convening the meeting of 3137 unsecured creditors of the said company to whom the debt due was below Rs.10 lakhs was dispensed with. However, the meetings of the shareholders, secured creditors and the unsecured creditors to whom the debt due was above Rs. 10 lakhs were directed to be convened for the purpose of considering and approving the proposed scheme of arrangement. In terms thereof certain directions were issued by this Court on February 3, 2003 directing for convening the meetings of the shareholders, secured creditors and unsecured creditors in the aforesaid manner on March 24, 2003. In order to carry out the aforesaid directions as made in the said order dated February 3, 2003, this Court appointed Mr. Ravi Kant Chadha, Advocate, and Mr. Sridhar Y. Chitale, Advocate, as Chairperson and Alternate Chairperson, respectively, to conduct the aforesaid meetings. The meetings were so convened and the same were held as directed in the order dated February 3, 2003 and a report thereof was submitted by the Chairperson appointed by this Court. In the said report submitted by the Chairperson it is stated that the meetings of the shareholders, the secured creditors and the unsecured creditors were summoned by notices individually served upon each of the shareholders, secured and unsecured creditors through U.P.C. and by advertisements dated February 28,2003 in The Statesman and Veer Arjun. It is also stated in the report submitted that such shareholders and secured and unsecured creditors of HCL Infosystems Limited approved and adopted the aforesaid scheme of arrangement.