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TMI Blog2014 (1) TMI 1818X X X X Extracts X X X X X X X X Extracts X X X X ..... In Company Application No. 233 of 2013 - - - Dated:- 10-1-2014 - Honourable Mr.Justice R.M.Chhaya A M S SHROFF CO., ADVOCATE for the Petitioner. MR M.IQBAL A SHAIKH, ADVOCATE for the Respondent. ORAL ORDER 1. Heard Mr.Saurabh Soparkar, learned Senior Advocate along with Mr. Nirag Pathak, learned advocates for Amarchand Mangaldas Suresh A. Shroff Co., on behalf of the Petitioner Companies. 2. The present Petitions have been filed by the Petitioner Companies under Sections 391 to 394, read with Sections 78, 100 to 104 and other relevant provisions of the Companies Act, 1956 seeking sanction to the Scheme of Arrangement between Welspun Corp Limited (hereinafter referred to as Demerged Company ) and Welspun Enterprises Limited (hereinafter referred to as Resulting Company ) and their respective shareholders and creditors and approval to the reduction of capital in their respective Companies in terms Minutes being Annexure U and Annexure R to their respective Company Petitions viz. Company Petition No. 270 of 2013 and Company Petition No. 271 of 2013 respectively. It has been contended that the Resulting Company is wholly owned subsidiary of the De ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng that the Scheme of Arrangement was approved with the requisite majority by the Equity Shareholders, Secured Creditors and Unsecured Creditors, of the Demerged Company respectively, present and voting, either in person or by proxy. Copies of the said Reports have been annexed as Annexures P, Q and R to the Petition. 7. PART III of the Scheme deals with reduction of share capital held by the Demerged Company in the Resulting Company and reduction in share premium account of the Demerged Company. Clause 52 of the Scheme postulates reduction of share premium account of the Demerged Company pursuant to clause 50.1(b) of the Scheme shall be effected as an integral part of the Scheme itself in accordance with provisions of Section 78 read with Sections 100 to 103 of the Companies Act, 1956 and the order of the High Court sanctioning the Scheme shall be deemed to be also the order under Section 102 of the Companies Act, 1956 for the purpose of confirming the reduction. Similarly, Clause 51 of the Scheme postulates reduction of share capital of the Resulting Company as post allotment of shares by the Resulting Company in terms of clause 35 of the Scheme, the existing share holding of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... liance with requirements of SEBI circular dated 4th February, 2013 and 21st May, 2013; (c) Accounting standard Accounting Policy; (d) selling of shares and credit of eligible proceeds of shares to be deposited before Central Government; (e) Non payment stamp duty and other applicable fees; (f) Appointed Date; (g) use of suffix and reduced in case of Demerged Company. 12. The Demerged Company has filed its Additional Affidavit dated 2nd January, 2014, dealing with the observations of the Regional Director. The Resulting Company also filed an Affidavit, which is also dated 2nd January, 2014 vide which the Resulting Company craves leave to adopt the contents of the Affidavit of the Demerged Company to the extent the same was applicable to the Resulting Company. 13. The attention of this court is drawn to the Affidavit dated 2nd January, 2014, filed on behalf of the Demerged Company dealing with the observation of the Regional Director, whereby all the above issues have been dealt with, in detail in paragraph 2. I have further heard submissions made by the learned Senior Advocate Mr. Saurabh Soparkar, appearing for the Petitioner Company, as briefly set out hereunder; (a) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) With regard to the submission of selling of shares and credit of eligible proceeds of shares to be deposited before Central Government, it is submitted that although the requirement not strictly required under the law, it is intended and represented that the selling of shares and credit of proceeds should go to eligible shareholders. However, it is pertinent to note that the shareholders have not objected to setting aside of insignificant sums of money in trust in terms of Clause 40 of the Scheme, in any case the Petitioner is willing not to insist for the proviso to Clause 40 of the Scheme. (e) With regard to Non payment stamp duty and other applicable fees, it is submitted that, the Petitioner Company shall pay the requisite stamp duty and other applicable fees, in accordance with law, if required after the sanction of the Scheme by the Hon ble Court. (f) With regard to Appointed Date, it is submitted that, in the current case the Appointed Date is not a material consideration for the stakeholders and hence has not been objected to by any of the stakeholders. Mr. Soparkar relied on the decision of Edelweiss Stock Broking Limited, Company Petition No. 180 of 2011 and submi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order. 18. The Petitioner Companies are directed to file a copy of this order alongwith a copy of the scheme with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy as per relevant provisions of the Act. 19. The Petitioner Companies are directed to publish notice of requisition of their respective Minutes being Annexures U and R as approved by the Court, with the Registrar of Companies, Ahmedabad, Gujarat, Dadra and Nagar Haveli and publish it once in The Indian Express (Ahmedabad edition) and Gujarati translation thereof in Sandesh (Kutch edition) within 21 days of the registration with the Registrar of Companies. 20. Filing and issuance of drawn up orders are hereby dispensed with. 21.All concerned authorities to act on a copy of this order along with the scheme duly authenticated by the Registrar, High Court of Gujarat. The Registrar, High Court of Gujarat shall issue the authenticated copy of this o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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