- (1.) This petition was originally preferred by the petitioner 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 petitioner 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 B are given as hereunder:- Clause 4: 4.1 The Company may, at the option of its shareholders, purchase upto 99.86% of the Equity Shares held by each shareholder as on Effective Date for a consideration of Rs. 261/- per Equity Share. 4.2 The Company shall send an option form to the shareholders as on the Effective Date. To exercise the option, in accordance with Clause 4.1, such Shareholders will have to return the duly filled-in option forms to the Company within 15 days of sending the option forms by the Company alongwith appropriate delivery instruction slips in favour of separate demat account maintained by the Company for purchase of its shares. 4.3 The consideration for the purchase of shares shall be discharged by the Company within 15 (fifteen) days from the last date for receipt of option forms from the Shareholders. Clause 5: 5.1 The shares purchased pursuant to Clause 4 shall be retained by the Company till such time the said shares are cancelled or re issued by the Company, which option the Board shall be authorized to exercise, subject to the approval of the shareholders of the Company. 5.2 In the event of cancellation of shares pursuant to Clause 5.1: (a) the issued, subscribed and paid-up equity share capital shall stand reduced to the extent of face value of the Equity Shares cancelled; (b) the difference between the face value of Equity Shares cancelled under the Scheme and its cost to the Company shall be adjusted against Capital Redemption Reserve/General Reserve/balance in the Profit and Loss Account to the extent balances are available.
(2.) Further in clause 3 of the Scheme the effect of the above purchase of shares as contemplated under the Scheme in relation to its capital structure, prior to, and after buy back, has been given which are extracted hereunder: Clause 3: The paid up Share Capital of the Company as on March 31, 2016 is as under: Subsequent to March 31, 2016 the Company is in the process of buying back 6,91,275 equity shares. Pursuant to such buyback, the share capital structure of the Company would be as under:
(3.) As per the Scheme, the 'Appointed Date' means opening business hours of 1st April 2016 and the 'Effective Date' means the date on which the certified copy of the order of the High Court sanctioning the Scheme is filed with the Registrar of Companies at Delhi. In clause 6 of the Scheme, the Scheme is made conditional upon and subject to the following, namely: CLAUSE 6: The Scheme is conditional upon and subject to: (i) The approval of an agreement by the requisite majority of the members and creditors of the Company and such other classes of persons as the High Court may direct. (ii) All sanctions and orders as are necessary under the Act being obtained by the Company from the High Court. (iii) Certified copy of the Order sanctioning the Scheme being filed with the concerned Registrar of Companies.;