INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED Vs. FINANCIAL AND MANAGEMENT SERVICES LIMITED

JUDGEMENT

(1.) THIS petition under the provisions of sections 391 to 394 of the Companies Act, 1956, (for short the "act") is filed by the Industrial Credit and Investment Corporation of India Ltd. (hereinafter referred to as the "icici"), with a prayer to sanction the arrangement as embodied in the scheme of amalagamation annexed at Exhibit E to the petition and for a declaration that the said scheme be binding on the parties concerned including equity shareholders, convertible debentureholders, 9. 3% redeemable preference shareholders and 9. 5% redeemable preference shareholders and creditors of the petitioner- company and all classes of shareholders and creditors of transferor company.

(2.) THE transferor company, as referred to in the prayer, is I. T. C. Classic Finance Ltd.

(3.) IT is alleged in the petition that the Board of Directors of the petitioner- company approved the scheme on 1st of December 1997. Company Application No. 620 of 1997 was filed on 4th of December 1997 to convene for equity shareholders, convertible debenture holders, etc. and on 5th of December 1997, necessary directions were given by this Court to convene the meeting. Accordingly, the meeting of the shareholders, debenture holders, etc. was held on 12th of January 1998 and the result of the meeting, as borne out by the petitioner, can be summarised as follows :--