IN MATTER OF SCHEME OF ARRANGEMENT BETWEEN NICHOLAS PIRAMAL INDIA LIMITED AND KOJAM FININVEST NICHOLAS PIRAMAL (INDIA) LTD Vs. STATE

JUDGEMENT

(1.) The sanction of the Court is sought under the provisions of section 394 (1) of the Companies Act, 1956 to a scheme of arrangement.

(2.) The petitioner ("npil") has an investment of 93 lac equity shares each of the face value of Rs. 10/- in a company by the name of Gujarat Glass private Limited. ("ggpl"). This investment constitutes 53.76% of the equity capital of the GGPL. Clause 4 of the proposed scheme provides that with effect from 1st July, 2003, the appointed date, the investment of NPIL in ggpl shall stand transferred to and vested in a company known by the name of Kojam Fininvest Ltd. ("kojam"). As consideration for the transfer, Clause 5 of the proposed scheme stipulates that Kojam shall issue and allot shares to every member of NPIL holding fully paid up equity shares in NPIL and whose name appears in the Register of members of NPIL on the record date. Kojam is to allot for four equity shares held in NPIL, one equity share of Kojam of the face value of Rs. 10/- credited as fully paid up. The scheme has also provided that NPIL Fininvest Pvt. Ltd. , a wholly owned subsidiary of NPIL, shall subscribe for an additional 4,49,199 equity shares each of Rs. 10/- of Kojam.

(3.) By an order dated 13th August, 2003 passed by this Court a meeting of the equity shareholders of NPIL was directed to be convened and held on 19th september, 2003. The secured creditors had given their consent to the proposed arrangement and the holding of their meeting was dispensed with. Similarly, the meeting of the preference shareholders was dispensed with in view of the fact that they have consented to the scheme. The holding of the meeting of unsecured creditors was dispensed with on the petitioners undertaking to issue a notice of hearing of the petition for sanctioning the scheme to the unsecured creditors as may be directed by this Court.