ANAR SOFTCOM PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) Company Petition No.252 of 2009 has been preferred by the petitioner - ANAR SOFTCOM PRIVATE LIMITED (Demerged Company) and Company Petition No.253 of 2009 has been preferred by the petitioner - ENRICH INDUSTRIES LIMITED (Resulting Company), to sanction the proposed Scheme of Arrangement in the nature of demerger of Shoftcom Division of Anar Softcom Private Limited into Enrich Industries Limited.

(2.) Mrs.Sangeeta Pahwa, learned advocate has appeared on behalf of the respective petitioners and Mr.M.Iqbal A. Shaikh, learned Central Government Counsel has appeared on behalf of the Central Government i.e. Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai.

(3.) Mrs.Pahwa, learned advocate appearing on behalf of the respective petitioners has submitted that pursuant to the order passed by this Court dtd.15/5/2009 in Company Application No.228 of 2009, the meeting of the shareholders of the demerged company was ordered to be dispensed with in view of the written consent given by the shareholders to the proposed scheme of arrangement. A meeting of the secured and unsecured creditors of the demerged company was ordered to be convened on 25/6/2009. It has been submitted that necessary approval from the Stock Exchange could not be obtained and therefore, meeting scheduled to be convened on 25/6/2009 was adjourned sine die. It has been reported that thereafter Misc.Civil Application No.116 of 2009 in Company Application No.228 of 2009 was submitted before this Court for an appropriate direction to fix fresh date to convene the meeting of secured and unsecured creditors of the demerged company. That by order dtd.10/11/2009, the said application came to be allowed/disposed of and it was directed to convene the meeting of the secured and unsecured creditors on 10/12/2009. It has been reported that the meeting of the secured and unsecured creditors of the demerged company was convened on 10/12/2009 as ordered by this Court and all the unsecured creditors of the demerged company have given their consent to the proposed scheme of arrangement in nature of demerger of Shoftcom Division of Anar Softcom Private Limited into Enrich Industries Limited. It has been reported that though intimated, nobody remained present on behalf of the secured creditors in the said meeting. However, subsequently both the secured creditors have given their consent in writing to the proposed scheme of arrangement. An affidavit by the Chairman in relation to the meeting of the secured creditors as well as unsecured creditors has been placed on record.