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TMI Blog2017 (8) TMI 1722X X X X Extracts X X X X X X X X Extracts X X X X ..... rs. 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. - HON'BLE JUDGE BIKKI RAVEENDRA BABU, MEMBER (J) For the Appellant : Dharmishta Raval of Raval Raval Advocates and Yuvraj Thakore, Learned Advocate ORDER Bikki Raveendra Babu, Member (J) None present for petitioner. Order pronounced in open Court. Vide separate sheet. 1. These petitions under Sections 230 to 232 of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to make representations, if any, within a period of 30 days from the date of receipt of such notice, and in case no representation is received by the Tribunal within the stipulated period of 30 days, it should be presumed that the authorities have no representation to make. 4. Pursuant to the notice, the Regional Director filed a representation by way of an affidavit dated 22nd June, 2017. The Official Liquidator filed a representation dated 30th June, 2017. 5. The petitioner companies, jointly filed the present petition before this Tribunal seeking sanction of the Scheme. 6. This Tribunal by order dated 3rd July, 2017, admitted the petitions and ordered that notice of hearing should be advertised in English daily Indian Express , Ahmedaba ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed that the petitioner companies shall rectify the typographical error in Number of Equity Shares under Authorised Share Capital head of Welspun Steel Limited i.e. instead of 11,00,90,000 shares, it should be 11,50,00,000 shares. In light of this statement in the affidavit, the observation of the Official Liquidator in paragraph 12 of the representation stands satisfied. 11. The Official Liquidator, in paragraph 14 of the representation, stated that Petitioner Transferor Company 1 be directed to provide clarification on the issue that there are no secured creditors however, as per MCA portal of the Petitioner Transferor Company 1 master data it is shown that company has created charge on movable property and book debts and the same is shown ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the Transferor Company 1 has no liability in presenti and there is no amount outstanding or payable in presenti. Even if a meeting of the creditors would have been called, the banks who furnished guarantee could not have voted as the value of their voting would be Nil. The Petitioner Transferor Company 1 in its audited balance sheet for the year 2015-16 has disclosed the availed limit of guarantee as contingent liability. According to the Guidance Note issued by the Institute of Chartered Accountants of India on terms used in financial statements has defined the term contingent liability as an obligation relating to an existing condition or situation which may arise in future depending on occurrence or non-occurrence one or more uncert ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tioner companies: i. That the Petitioner Transferee Company should increase the authorized share capital, if required, as per the provision of section 61 of the Companies Act, 2013 by filing e-form with Registrar of Companies, Gujarat for implementation of the scheme; ii. That the petitioner companies shall preserve books of accounts, papers and records and shall not dispose of the same without prior permission of Central Government as per the provision of section 239 of the Companies Act, 2013; iii. That the petitioner companies shall ensure statutory compliance of all applicable laws and also on sanctioning of the present scheme, it shall not be absolved from any of its statutory liability, in any manner; iv. That the petitioner companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or destroy their books of accounts and other connected papers without prior consent of the Central Government as per provisions of Section 239 of the Companies Act, 2013 and shall preserve the same. 18. It is also ordered that the Transferor Companies shall ensure statutory compliance of all applicable laws and they shall not be absolved from their statutory liabilities in any manner. 19. It is further ordered that the petitioner companies shall comply with Rule 17(2) of Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 with respect to filing of order, if any, for confirmation of the scheme in form INC-28 with the Registrar of Companies having jurisdiction over the Petitioner companies involved. 20. The fees of the Official ..... X X X X Extracts X X X X X X X X Extracts X X X X
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