Delhi High Court: Assets From Illegal Cricket Betting are Proceeds of Crime Attachable by ED  ||  Delhi HC: Extension to Issue SCN U/S 110 of The Customs Act Must be Granted Before Six Months Expire  ||  Delhi HC: Statements to Customs under Section 108 During Goods Seizure Aren't Admissible As Evidence  ||  Delhi HC: Oral Waiver of a Show-Cause Notice is Invalid And Continued Detention of Goods is Unlawful  ||  Supreme Court: Letter of Intent is a 'Promise in Embryo', Rights Arise Only After Conditions Met  ||  SC Auction Sale under Order XXI Rule 90 CPC Cannot Be Challenged on Pre-Proclamation Grounds  ||  NCLT Kochi: CoC May Invite Fresh Bids, Regulations Only Restrict Alteration of Existing Bids  ||  Chhattisgarh HC: Father Must Provide Maintenance and Marriage Expenses to Unmarried Adult Daughter  ||  Delhi HC Rules That ‘Hermès’ and the 3D Shape of its ‘Birkin’ Bag are Well-Known Trademarks in India  ||  Kerala HC: Arrest is Illegal if Accused isn’t Produced in 24 Hours and Rearrest From Prison is Barred    

Re Western Areas Ltd; Ex Parte Western Areas Ltd. - (10 Jun 2022)

Court has a discretion to approve a scheme under Section 411(4)(b) of the Corporations Act and is not bound to approve a scheme just because the statutory majorities have been achieved

Commercial

The Plaintiff applies for orders approving a proposed scheme of arrangement. The Scheme meeting was convened and held on 1 June 2022. At the meeting, the resolution was passed by the requisite statutory majorities.

The approval of the proposed Scheme pursuant to Section 411(4)(b) of the Corporations Act, 2001, or the second court hearing, is the third stage of approval for a scheme of arrangement. The second stage is the approval of the Scheme by the requisite statutory majorities, which occurred at the Scheme meeting. At the second court hearing, the court has two tasks: (a) to ensure that all statutory and procedural requirements have been satisfied. This includes confirming that: (i) the meeting was convened and held in accordance with the court's earlier orders; (ii) the resolutions were passed with the requisite statutory majorities; and (iii) the plaintiff otherwise complied with the court's earlier orders; (b) to determine, in the exercise of the court's discretion, whether to approve the proposed arrangement.

The court has a discretion to approve a scheme under Section 411(4)(b) of the Act and is not bound to approve a scheme just because the court previously made orders for the convening of a meeting or because the statutory majorities have been achieved. Said, the court will usually approach the task on the basis that shareholders are better judges of what is in their commercial interests than the court.

There is no evidence that the Western Areas shareholders voted for an improper purpose. Its members voted in good faith. The proposed Scheme was of such a nature that there was no apparent reason that it should not receive approval if the requisite voting majorities were achieved at the Scheme meeting. There was no evidence that any minority has been oppressed. There is no evidence before the court that the proposed Scheme offends any aspect of public policy. Present Court is satisfied the substantive and procedural requirements under Section 411(4) of the Act had been satisfied and present Court approves the proposed Scheme.

Tags : RESOLUTION   SCHEME   APPROVAL  

Share :        

Disclaimer | Copyright 2025 - All Rights Reserved