HINDUSTAN DORR OLIVER LIMITED Vs. N

JUDGEMENT

(1.) THE petition seeks the Courts sanction to the scheme of arrangement between the petitioner and its equity shareholders as modified. The petitioners have also sought permission to amend certain provisions of the scheme.

(2.) THE petitioner was incorporated on 26th July, 1974. As on 31st March, 2001, the authorized share capital of the petitioners was Rs. 10,00,00,000/- (Rupees ten crores) divided into 1,00,00,000/- equity shares of Rs. 10/- each. The issue, subscribed and paid up shares capital is Rs. 4,75,20,000/- divided into 47,52,000/- equity shares of Rs. 10/- each. The shareholding pattern is as follows:--- <FRM>JUDGEMENT_465_BCR1_2003Html1.htm</FRM>

(3.) THE petitioners Board of Directors propounded the scheme and approved the same in a meeting held on 27th November, 2001. The scheme is presented under sections 391 to 394 read with section 100 of the Companies Act, 1956 for cancellation of equity shares held in small lots and to issue in lieu thereof 11% secured redeemable non-convertible debenture (NCDs) of Rs. 20/- each of the company in the manner and to the extent provided therein. 4 (a ). Clauses 3 and 4 of the Scheme are as follows:---