2017 (8) TMI 1722 - Tri - Companies Law

Seeking sanction of proposed Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT - Considering the entire facts and circumstances of the case and on perusal of the Scheme and the documents produced on record, it appears that the requirements of the provisions of Sections 230 and 232 of the Companies Act, 2013 are satisfied. The Scheme appears to be genuine and bona fide and in the interest of the shareholders and creditors. The Scheme of Amalgamation, which is at Annexure K to the joint petition, is hereby sanctioned and it is declared that the same shall be binding on the petitioner companies, namely, Welpsun Energy Private Limited, WS Alloy Holding Private Limited and Welspun Steel Limited, their equity shareholders, preference shareholder, secured creditors and unsecured creditors and all concerned under the Scheme. Petition allowed.

Summary

Issues:
Petition under Sections 230 to 232 of the Companies Act, 2013 for sanction of Scheme of Amalgamation.

Analysis:
1. The petitioner companies filed a joint application seeking dispensation of separate meetings of equity shareholders, preference shareholders, secured creditors, and unsecured creditors. The Tribunal dispensed with the requirement for these meetings.

2. The Tribunal directed the petitioner companies to issue statutory notices to relevant authorities. The Regional Director and Official Liquidator filed representations in response to the notice.

3. The petitioner companies sought sanction of the Scheme before the Tribunal. The Tribunal admitted the petitions and ordered the notice of hearing to be advertised, calling for objections.

4. The Regional Director and Official Liquidator provided their representations. The Regional Director confirmed no complaints against the proposed Scheme and stated it was not prejudicial to stakeholders.

5. The Official Liquidator raised concerns regarding typographical errors and clarification on the absence of secured creditors. The petitioner companies provided clarifications and rectified errors as per the Official Liquidator's observations.

6. The Official Liquidator requested directions related to increasing authorized share capital, preserving records, ensuring statutory compliance, and filing necessary documents. The petitioner companies agreed to comply with these directions.

7. After considering all facts and perusing the Scheme and documents, the Tribunal found the requirements of the Companies Act, 2013 were satisfied. The Scheme was deemed genuine, bona fide, and in the interest of stakeholders.

8. The Tribunal allowed the petitions, sanctioned the Scheme of Amalgamation, and declared it binding on the petitioner companies and all concerned parties under the Scheme.

9. Various orders were issued, including directives for preserving records, ensuring statutory compliance, and filing necessary documents. The fees of the Official Liquidator were quantified and payable by the Transferee Company.

10. The Company Petition was disposed of accordingly, with filing and issuance of drawn-up orders dispensed with for immediate action by concerned authorities.