ARVIND LIMITED Vs. STATE

JUDGEMENT

(1.) ALL the petitions are for seeking sanction to the scheme of arrangement in the nature of de-merger of Arvind Limited (petitioner of Company Petition No. 97 of 2009 hereinafter referred to as the de-merged company) and Arvind Lifestyle Brands Ltd. [ (petitioner of Company Petition No. 98 of 2009) and Arvind Retail Ltd. (petitioner of Company Petition No. 99 of 2009 hereinafter referred to as resulting companies)]. The scheme of arrangement is produced at Annexure C to the petitions.

(2.) IN Company Petition No. 97 of 2009, vide order dated 02. 03. 2009 passed by this Court in Company Application No. 61 of 2009, the meeting was ordered to be convened of preference shareholders, unsecured creditors, secured creditors and equity shareholders of the company and the Chairman at the meeting was directed to file the report. It appears that thereafter the Chairman at the meeting has filed the report with the affidavit dated 15. 04. 2009 and as per the report of the Chairman, the scheme of arrangement is unanimously approved by the preference shareholders, unsecured creditors and secured creditors present and voting at the meeting. However, so far as equity shareholders are concerned, the scheme was approved by 94. 23% shareholders in number and 83. 12% in value of the members present and voting at the said meeting. Therefore, the same has also been approved by the requisite majority in number and in value of the equity shareholders.

(3.) IN Company Petition No. 98 of 2009, vide order dated 23. 03. 2009 passed by this Court in Company Application No. 99 of 2009, since equity shareholders of the company had consented to the scheme and the consent letters were produced, this Court had dispensed with the meeting for consideration of the scheme of the equity shareholders.