CORE HEALTHCARE LIMITED Vs. NIRMA LIMITED

JUDGEMENT

(1.) This judgement shall dispose of Company Petition Nos.9 and 10 of 2006.

(2.) Company Petition No.10 of 2006 has been filed under Sections 78, 100, 391 and 393 of the Companies Act, 1956 ("the Act" for short) by the Company named Core Healthcare Limited, a company incorporated under the Act in the matter of a composite Scheme of Arrangement in the nature of compromise with the lenders and reconstruction, reorganisation of capital and demerger between Core Healthcare Limited and Nirma Limited and their respective shareholders. The petitioner-Company has prayed for the following reliefs:

(3.) Company Petition No.9 of 2006 has been filed by Nirma. The objects of the petition is to obtain sanction of the Court to the composite Scheme of Arrangement in the nature of compromise with the lenders and reconstruction of Core the demerged Company, reorganisation of capital of Nirma Limited, the petitioner-Company, demerger and transfer of undertaking (as defined in the Scheme) of Core to Nirma, as modified at the instance of the equity shareholders at the meeting. The Board of Directors of Nirma resolved in their meeting held on 24th October, 2005, that subject to the approval of the shareholders and subject to the direction and sanctions of the appropriate Courts, as may be required under the law, and/or any other regulatory authorities, as may be prescribed under the Act, and subject to such permission of the Central Government and other authorities that may be necessary, a composite Scheme of Arrangement in the nature of compromise with the lenders of the demerged company, reconstruction of the said company, reorganisation of the capital of the petitioner-Nirma and demerger and transfer of the undertaking of Core (as defined specifically in the Scheme) to the petitioner-Company, Nirma, be made on broad basis referred to in the Scheme of Arrangement. However, at the meeting of the Equity shareholders of the petitioner-Company, convened on 29th November, 2005, pursuant to the directions of the High Court, some modifications pertaining to the denomination of the equity share of the petitioner-Company and some clarificatory modifications were proposed to the said scheme. Accordingly, the same were considered and approved unanimously by the shareholders, and thus, the proposed scheme was modified. The said modified scheme is now put before this Court for consideration and sanction. 3.1 After passing the resolution, Nirma submitted Company Application No.358 of 2005 before this Court for appropriate orders. After hearing the parties, the Court made the following order: