HIGH COURT OF DELHI
Indo Rama Textile Ltd., In re
MANMOHAN, J.
CO.PET. No. 4 OF 2003
Co. Appl. No. 762 of 2009
JULY 23, 2012
JUDGMENT
CO. APPL. 762/2009
1. Present application being Co. Appl.762/2009 has been filed under Section 392(1)(b) of the Companies Act, 1956, (hereinafter referred to as “Act, 1956″) on behalf of the Spentex Industries Limited (hereinafter referred to as ”Applicant”) for modification of a Scheme sanctioned by this Court on 27th February, 2003 as well as for an order directing the respondent-Indo Rama Synthetics Limited (for short ”respondent-IRSL”) to transfer the assets mentioned in chart in para 13 of the application including the part of the housing colony occupied/used by the workers/employees of Indo Rama Textile Limited (for short ”IRTL”) to the Applicant or in the alternative to pay to the applicant the value of the aforesaid assets amounting to Rs. 61,30,56,983/-.
2. The relevant facts of the present application are that in 1989 respondent-IRSL was incorporated and it set up a spinning mill in Pithampur, Madhya Pradesh.
3. In 1993-1994, respondent-IRSL set up a second unit in Butibori near Nagpur for expansion of spinning business as well as for commencing polymer production.
4. It is the Applicant’s case that the second unit at Butibori, Nagpur, including the housing colony had been constructed out of the funds of the spinning business.
5. In 2002, respondent-IRSL decided to vertically split its business by way of a Scheme of Arrangement. Under the said Scheme, spinning business was to be demerged as a going concern and transferred to IRTL, while the polymer business was to be retained by respondent-IRSL.
6. On 27th February, 2003, the Scheme qua IRTL was sanctioned by this Court, whereas Madhya Pradesh High Court on 24th March, 2003 sanctioned the Scheme qua respondent-IRSL. The relevant portion of the Scheme is reproduced hereinbelow:-
“AND WHEREAS Indo Rama Synthetics (India) Limited (“IRSL”) is a public limited company engaged in the manufacture and marketing of Polyester Staple Fibre (“PSF”), Partially Oriented Yarn (“POY”), Fully Drawn Yarn (“FDY”), Textile grade polyester Chip, Draw Texturised Yarn (“DTY”) and Spun Yarn. IRSL today is the largest Integrated Polyster Company in India. Its businesses can broadly be classified as Polyster business and Spun Yarn business. IRSL has manufacturing facilities in Pithampur near Indore in Madhya Pradesh and in Butibori near Nagpur in Maharashtra.
