Karnataka High Court
Parrys Sugar Industries Limited vs Nil on 1 February, 2013
Author: Aravind Kumar
Bench: Aravind Kumar
1
IN THE HIGH COURT OF KARNATAKA, BANGALORE
DATED THIS THE 01ST DAY OF FEBRUARY 2013
BEFORE
THE HON'BLE MR.JUSTICE ARAVIND KUMAR
COMPANY PETITION NO.239/2012
BETWEEN:
PARRYS SUGAR INDUSTRIES LIMITED
A Company incorporated under the provisions
Of the Companies Act, 1956 having its registered
Office at 1/2, Kalyanamantapa Road
Venus Building, 3rd Floor
Jakkasandra, Koramangala
Bengaluru-560034
...Petitioner
(By Sri. Vivek Holla, Adv., for
M/s Holla & Holla, Advs.,)
AND :
NIL
....Respondent
(By Sri. K.Venkatamuni Shetty, CGC for ROC)
This Company Petition is filed under section 391
to 394 of the companies act, 1956, praying to sanction
the scheme of arrangement (demerger) (annexure-a)
with effect from 1st April 2012 so as to be binding on the
petitioner company and its equity and preference
2
shareholders and secured and unsecured creditors and
etc.,
This COP is coming on for orders this day, the
Court made the following:
ORDER
This petition is filed by the transferor company seeking for sanction of the scheme of arrangement (demerger) as per Annexure-A with effect from 01.04.2012.
2. ROC has filed an affidavit by giving no objection to the scheme and it has also been contended that sanction of the scheme should be awarded by this Court subject to sanction of the scheme by the Hon'ble High Court of Judicature at Madras as the registered office of the Transferee/Resulting company is situated in the State of Tamilnadu and petition filed by it is pending before said Court.
3. I have heard the arguments of Sri. Vivek Holla, learned counsel appearing for petitioner. Perused 3 the petition and Annexures there to as also affidavit of ROC filed giving the consent for sanction of the scheme.
4. Petitioner-Company is registered under companies Act having its registered office at the address mentioned in the cause title and it was originally incorporated on 30.06.1986 under the name and style of Sree Sarada Ferro Alloys Limited with Registrar of Companies, Andhra Pradesh. Subsequently, it was changed to GMR Vasavi Industries Limited with effect from 01.02.1994 and with effect from 12.04.2000 it was changed to GMR Technologies and Industries Limited. On 30.01.2004, it was changed to GMR Industries Limited and Registered office was changed from Andhra Pradesh to Karnataka on 30.01.2009. With effect from 15.11.2010 the name was changed to Parrys Sugar Industries Limited as per Annexure-B. Petitioner is carrying on the business of purchase, manufacture, production, boil, refine etc., in sugar, sugar-candy, jaggery and all sugar products and other food products generally in connection therewith and also operating 4 factories for co-generation of power and carrying on the business of research, design, develop etc., in connection with the main objects as enumerated in the Memorandum and Articles of Association appended to the petition as per Annexure-B. Perusal of Memorandum and Articles of Associations Clause-III(B) 37 and 39 would indicate that it enables the demerger of the petitioner-Transferor company.
5. The Authorized Share Capital being Rs.175,00,00,000/- is comprising of 5,19,00,000 equity shares of Rs.10/- each, 2,10,00,000 8% redeemable non cumulative preference shares of Rs.11/- each and 10,00,00,000 8% redeemable cumulative preference shares of Rs.10/- each. The Paid Up share capital is as enumerated in the petition at paragraph 4 to the present petition. Petitioner-company, in its Board meeting held on 25.04.2012 has approved the scheme of demerger and the sanction of the preference shareholders has also been obtained by communication dated 06.08.2012 which is at annexure-M. The Secured 5 Creditors who are 5 in number have also given their consent which is produced at Annexure-N to the present petition. Unsecured Creditors who are 178 in number with outstanding balance of Rs.288,49,47,000/- being 91.79% of the total value of the unsecured creditors have also given their consent for the scheme of demerger vide their consent letters which is appended to the present petition collectively at page 492 to 667 and marked as Annexure -O.
6. This Court vide order dated 17.08.2012 passed in CA No.1032/2012 has dispensed with the meetings of the Preferential shareholders, secured creditors and unsecured creditors of the applicant company which is at Annexure-J.
7. As ordered by this Court on 17.08.2012, the meeting of the equity shareholders has been held by the Chairman appointed by this Court and the report of the chairman is appended to the present petition as per Annexure-L which would indicate that 219 equity 6 shareholders of the applicant/transferor company representing 1,76,38,694 equity shares voted in favour of proposed scheme of arrangement (demerger) being adopted and carrying into effect and 7 equity shareholders holding 25 equity shares voted against the Scheme and thereby it is reported by the Chairman of the meeting that Scheme has been approved by requisite majority. The report of the Chairman would evidence this fact, which is supported by scrutineer's report appended to the chairman's report.
8. Perusal of the proposed scheme would indicate that it is beneficial to the Petitioner Company and *EID Parry (India) Limited and respective members and creditors and it will result in better and efficient operation of the business of the petitioner company as well as *EID Parry (India) Limited. Since applicant- petitioner company has complied with the due procedure and in view of the affidavit filed by the ROC giving consent for sanctioning the scheme and for being approved by this Court, I am of the considered view that the scheme as *Corrected vide Court order dated 01/03/2013 7 propounded by the petitioner-applicant company which is a scheme of arrangement(demerger) requires to be approved and I am of the view that Scheme of Arrangement is entitled to be sanctioned as prayed for in the petition. In view of the fact that transferee company has filed a petition as stated by the ROC in his affidavit filed on 22.01.2013, this approval or sanction would be subject to the sanction of the scheme by the High Court of Judicature at Madras. Accordingly, I pass the following:
ORDER
i) Petition is allowed.
ii) Scheme of arrangement (demerger) filed along with the petition as per Annexure-A is hereby sanctioned and it should be binding on the petitioner company and its equity and preference shareholders and secured and unsecured creditors.
iii) Sanction of the scheme is subject to sanction of the scheme by High Court of 8 judicature at Madras filed by transferee company in C.P.No.256/2012.
iv) Scheme of arrangement (demerger) would be effective from 01.04.2012.
Sd/-
JUDGE PMR