IN RE: GONTERMANN-PIEPERS Vs. STATE

JUDGEMENT

(1.) THIS petition under Sections 391 to 394 read with Section 81 (1 A) and Sections 100 to 103 of the Companies Act, 1956 has been filed by Gontermann Piepers (India) Limited with its registered office at Bharatgarh Road, Nalagarh, District Solan, Himachal Pradesh (hereinafter referred to Ist petitioner Company; and G.P.I. Textiles Limited with its registered office at Bharatgarh Road, Nalagarh, District Solan (hereinafter referred to 2nd petitioner company) praying for the sanction of the modified Scheme of Arrangement filed with the petition as Exhibit 'A' to be binding with effect from the 1st day of January, 2003 on both secured and unsecured creditors.

(2.) IST and 2nd petitioners Companies had earlier filed Company Petition No. 12 of 2003 in this Court under section 391(3) of the Companies Act, 1956 praying for convening the meeting of the shareholders of both Companies for consideration and approval of the Scheme of Arrangement between Ist petitioner Company and 2nd petitioner Company as also for consideration of other ancillary matters. The purpose and object of the Scheme was to enable the 2nd petitioner company to undertake the business of the established undertaking and result in independent and optimum growth and development of the spinning mill business and iron and steel rolling division through two separate Companies which will ultimately benefit the Companies, their shareholders, employees, creditors and other concerned. The scheme will facilitate the rationalization of the financial structure. The two projects would be thus implemented effectively and adequately. The management of the two projects by two separate companies would be convenient and advantageous with independent management set up and great focus on specialization. The demerger of the Companies would result in better administration, operational organization and efficiency with optimum utilization of various resources.

(3.) MR . Naresh Sood, Advocate Chairman, Mr. Sunil Mohan Goel, Advocate Alternate Chairman, Ms. Devyani Sharma, Advocate Chairperson, Mr. Neeraj Gupta, Advocate Chairman, Mr. Anish Garg, Advocate Alternate Chairman, Mr. Ankush Dass Sood, Advocate Chairman, Mr. Jyotika, Advocate Alternate Chairman and Mr. Raman Sethi, Advocate Alternate Chairman were appointed by this Court vide order dated 17 10 2003 to hold a meeting of the creditors and submit their respective reports to the Court alongwith the result. of the meeting within seven days of the conclusion of the meeting. The reports were ordered to be duly supported by the respective affidavits of the Chairmen. Alternative Chairmen. The respective Chairmen held the meetings and submitted their reports to the Court. As per the report submitted by Mr. Naresh Kumar Sood, Advocate Chairman, as many as 62 (sixty two) creditors of Ist petitioner company including secured creditors, namely, IDBI, IFCI, ICICI, Exim Bank, West Bengal Industrial Development Corporation (for short WBTC), State Bank, Indore, Allahabad Bank and other unsecured creditors voted in favour of proposed modifications being adopted and carried into effect to the Scheme of Arrangement. However, State Bank of India (for short 'SBI') and Industrial Investment Bank of India (hereinafter referred to 'IIBI') secured creditors have opposed the modified Scheme of Arrangement. The modified Scheme of Arrangement was prepared adopted and carried into effect by more than 3/4 (three fourth) majority. Thereafter the modified Scheme dated 16th November, 2003 was submitted in the Court. The Ist and 2nd petitioners companies have filed the present petition for final sanction of the modified Scheme.