IN RE: INDIAN SEAMLESS ENTERPRISES LIMITED Vs. STATE

JUDGEMENT

(1.) By this Petition filed under Sections 391 to 394 of the Companies Act, 1956 ("the 1956 Act") the Petitioner seeks sanction of this Court to a scheme of arrangement between the Petitioner and its Shareholders ("the Scheme"). By the Scheme, the Petitioner seeks to make a gift of the shares held by the Petitioner in a Company known as Taneja Aerospace and Aviation Limited ("TAAL") to its Shareholders in the ratio of one fully paid up equity share of TAAL for one fully paid up equity share of the Petitioner and one fully paid up equity share of TAAL for every two partly paid up equity shares of the Petitioner. Pursuant to the gift of the aforesaid equity shares of TAAL to its Shareholders, the Petitioner proposes to reduce the balance lying in its Securities Premium Account ("SPA") by the book value of the Petitioner's investment in the shares of TAAL as appearing in the books of accounts of the Petitioner on the record date. The reduction of the SPA is sought in terms of the provisions of Sections 100 to 104 of the 1956 Act read with Section 52 of the Companies Act 2013 ("the 2013 Act"). The Board of Directors of the Petitioner Company approved the Scheme at its Meeting held on 26th June 2014.

(2.) By an Order dated 8th August 2014 passed by this Court in Company Summons for Directions No.632 of 2014, this Court convened Meetings of the Equity Shareholders and Unsecured Creditors of the Petitioner Company on 15th September 2014 for the purpose of considering the Scheme. Since there were no secured creditors of the Petitioner Company, no meeting of secured creditors was convened. At the Meetings of the Shareholders and Unsecured Creditors the Scheme was unanimously approved. Thereafter the Petitioner filed the present Company Scheme Petition and served copies thereof on the Regional Director as well as the Registrar of Companies, Pune and the concerned Income Tax Department. The Regional Director has filed his Affidavit dated 6th January, 2015, placing on record his observations and comments with regard to the Scheme. The Regional Director has objected to the Scheme being sanctioned by this Court. The Petitioner Company has filed an Affidavit dated 12th February 2015 in response to the Affidavit of the Regional Director seeking to answer the objections of the Regional Director.

(3.) I have heard Mr. Virag Tulzapurkar, the learned Senior Counsel appearing for the Petitioner and Mr. Shyam Mehta, the learned Senior Counsel appearing for the Regional Director at some length. The Petitioner Company as well as the Regional Director thereafter filed their Written Submissions in the matter dated 29th April, 2015 and 30th June, 2015 respectively.