- (1.) This application was originally preferred by the applicant under the provisions of Section 391 of the Companies Act, 1956 (1956 Act) for sanction and approval of a Scheme of Arrangement (hereinafter for brevity referred to as the "Scheme") as contemplated between the equity shareholders and creditors of the applicant company before the Hon'ble High Court of Delhi at New Delhi. Some of the salient features of the Scheme annexed along with the petition as Annexure C are given as hereunder:- Clause 4: PURCHASE OF EQUITY SHARES 4.1 The Company may, at the option of the shareholders, purchase upto 90% of the Equity Shares held by each shareholder as on the Effective Date for a consideration of Rs. 545/- per Equity Share ("Share Purchase Price") based on the valuation report dated September 27, 2016 received from an independent valuer namely M/s. Vikram Kapoor & Co. the shareholders may exercise the option for the entire 90% or any part of the Equity Shares held by them as on the Effective Date. 4.3 Upon this scheme being effective, the Shareholders shall have the right but not the obligation to participate in the offer by the Company to purchase the Equity Shares held by the Shareholders. 4.4 The Equity Shares purchased in pursuance of this scheme shall be deemed to be transferred in the Company's name, without any further act or deed by the participating Shareholders. 4.5 The purchase of Equity Shares shall be deemed to have been completed as on the Appointed date. Clause 5: PROCEDURE FOR PURCHASE OF SHARES 5.1 Within 2 (two) days from the effective date of the scheme, the Company shall dispatch to the shareholders an "Option Form". The Company shall annex a copy of the order of the Hon'ble High sanctioning this scheme to each Option Form so dispatched. 5.2 To exercise the option as per clause 4 above, the Shareholders who propose to tender their Equity Shares against such offer will have to return the duly completed Option Form (along with all relevant documents as set out in the Option Form to the Shareholders by the Company). 5.3 The Shareholders shall provide all relevant documents, which are necessary to ensure purchase of the Equity shares in respect of which the Shareholder exercises the option by means of Option Form being sent. Such documents may include (but shall not be limited to): i. An affidavit stating the Equity Shares tendered are not under any pledge, charge, lien or encumbrance. ii. The necessary certified corporate authorizations in case the Shareholder holding the offered equity shares is a company 5.4 The company shall within (FIVE) days from the receipt of Option forms from the Shareholders: i. Count the number of Equity Shares tendered and complete the verification of the Option Forms along with the relevant supporting documents received from the Shareholders, if any. The company shall purchase Equity Shares only from those shareholders whose Option Forms and supporting documents are verified and considered to be valid by the company. ii. Determine the Consideration payable to the Shareholders and confirm acceptance to the Shareholders to the extent the consideration for purchase Equity shares amount upto 90% of the Equity Shares held by such Shareholders as on the Effective Date at a fair value of INR 545 (Rupees Five Hundred and Forty Five) per share. 5.5 The company shall settle the consideration payable for every equity share purchased in accordance with clause 4 above, through appropriate banking channel, utilizing the cash and cash equivalents realized as on the date of settlement of the consideration. The company shall ensure that the consideration is credited to the account of the shareholder within 10 (Ten) days from the date receipt of valid Option Form by the company from the shareholders. 5.6 The purchase of Equity shares shall be deemed to be complete as on the Appointed Date. Clause 6: TREATMENT OF SHARES PURCHASED AND ACCOUNTING TREATMENT 6.1 Upon payment of consideration to the participating shareholders, the company shall modify the existing share certificates for the revised number of Equity shares, if any, being held by the participating shareholders. 6.2 Upon coming into effect of this scheme, and on purchase of Equity Shares pursuant to clause 5 above, the company shall record the value ay which Equity Shares have been so purchased to a separate account namely "Shareholders Control Account". 6.3 Such Equity shares purchased by the company from the shareholders in accordance with the procedure set out in clause 5 shall be deemed to be acquired in the Company's name on and from the Appointed date. 6.4 Within 20 (Twenty) days from the actual date of purchase pursuant to clause 5 above, the company shall cancel the equity shares so purchased from the shareholders as per clause 5. The cancellation shall be deemed to be with effect from the Appointed Date. Upon cancellation: 6.4.1 The issued, subscribed and paid up capital of the company shall be adjusted to the extent of face value of the equity shares cancelled as a consequence of the purchase of Equity shares from the shareholders. 6.4.2 The difference between the face value of Equity shares cancelled and the shareholders Control Account as mentioned in clause 6.2 above shall be first adjusted against accumulated credit balance account in the profit and loss account and balance, if any, shall be adjusted against (the securities premium account of the company). 6.4.3 Amount equivalent to the face value of the equity shares cancelled shall be transferred from the accumulated profit and loss account, to the extent and as the case may be to capital Redemption Reserve Account. 6.4.4 The cancellation shall be deemed to be with effect from the Appointed Date. 6.5 The adjustment to the Equity shares capital as mentioned in this clause, consequent to the purchase of the equity shares, shall be effected as an integral part of this scheme itself and the order of the Hon'ble High Court sanctioning this scheme shall be deemed to be an order confirming the cancellation of the equity shares purchase by the company on the appointed date.
(2.) As per the Scheme, the 'Appointed Date' means 29 September, 2016 and the 'Effective Date' means the date on which the certified copies of the order of the Hon'ble High Court (now National Company Law Tribunal) sanctioning the Scheme are filed with the Registrar of Companies, Delhi & Haryana. Any references in this scheme to the "date of coming into effect of this Scheme" or "effectiveness of this Scheme" or "Scheme taking effect" or "upon coming into effect of this Scheme" shall remain the Effective Date. In clause 9 of the Scheme, the Scheme is made conditional upon and subject to the following, namely: CLAUSE 9: SCHEME CONDITIONAL UPON The Scheme is conditional upon and subject to: 9.1 The approval by the respective requisite majority of the Shareholders as well as the creditors of the Company, if any, as may be directed by the Hon'ble High Court (now National Company Law Tribunal) or any other competent authority, as may be applicable. 9.2 This Scheme being approved by the Hon'ble High Court (now National Company Law Tribunal). 9.3 Certified copy of the Order sanctioning this Scheme being filed with the concerned Registrar of Companies.
(3.) Clause 7 of the Scheme contemplates that Company shall make necessary applications to the Hon'ble High Court (now National Company Law Tribunal) under the applicable provisions of the Act for sanctioning this scheme and matters incidental thereto.;