Gujarat High Court
Welspun Infra Projects Private Limited vs Respondent(S) on 1 September, 2014
Author: N.V.Anjaria
Bench: N.V.Anjaria
O/COMA/215/2014 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 215 of 2014
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WELSPUN INFRA PROJECTS PRIVATE LIMITED....Applicant(s)
Versus
......Respondent(s)
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Appearance:
M/S WADIAGHANDY & CO, ADVOCATE for the Applicant(s) No. 1
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CORAM: HONOURABLE MR.JUSTICE N.V.ANJARIA
Date : 01/09/2014
ORAL ORDER
Heard learned advocate Ms. Gargi Vyas for M/s. Wadia Ghandy & Co.
2. A Scheme of Amalgamation is proposed between Welspun Infratech Limited and Welspun Infra Project Private Limited-applicant herein. The applicant company is a Transferor Company.
3. In connection with the proposed Scheme, the applicant-Transferor Company has filed the present application carrying out the Judge's summons and making the following prayers:
"(a) That the convening and holding of the meeting of the equity shareholders of the Applicant for the purpose of considering and if thought fit approving with or without modifications, the arrangement embodied in the Scheme of Amalgamation for the amalgamation of the Applicant into Welspun Infratech Limited, be dispensed with in view of the consent given by Page 1 of 6 O/COMA/215/2014 ORDER all the shareholders of the Applicant as on March, 7, 2014;
(b) That the convening and holding of the meeting of the unsecured creditors of the Applicant for the purpose of considering, and if thought fit approving with or without modifications, the arrangement embodied in the Scheme of Amalgamation for the amalgamation of the Applicant into Welspun Infratech Limited, be dispensed with in view of the consent given by all the unsecured creditors of the Applicant as on March, 7, 2014:
(c) THAT in the alternate, directions may be given as to the method of convening, holding and conducting the meeting of Equity Shareholders and unsecured creditors and, if it is held to be necessary,
(d) That this Hon'ble Court may be pleased to grant such other and further reliefs as may be deemed fit and proper by this Hon'ble Court, in the interest of justice."
4. In support of the Judge's summons, one Ms. Vandana Patel, daughter of Chhaganbhai Patel, in the capacity of authorized signatory of the applicant, has filed the affidavit 11.08.2014.
4.1 Following are the main and material facts as stated in the affidavit:
Page 2 of 6O/COMA/215/2014 ORDER [i] The applicant company was incorporated on
11.02.2008 under the Companies Act, 1956 in the name of "Welspun Properties Private Limited" in the State of Maharashtra. Its name was changed to present name in November, 2010. The registered office of the applicant company was shifted from State of Maharashtra to State of Gujarat pursuant to order dated 14.06.2011 passed by the Company Law Board confirming the Special Resolution passed in the Extra Ordinary General Meeting.
[ii] The details of authorized, issued, subscribed and paid up share capital of the applicant company as on 31.03.2014 are given in paragraph 4, stating further that there has been no change in the share capital details since 31.03.2004. The last audited balance-sheet of the applicant company-Transferor Company for the year ending is produced.
[iii] The details of authorized, issued, subscribed and paid up share capital of the Transferee Company as on 31.03.2014 are given in paragraph 10, stating further that there has been no change in the share capital detailed since 31.03.2004. The last audited balance-sheet of the Transferee Company for the year ending is produced.
[iv] The object of the applicant company set out in the Memorandum of Association and Articles of Association are mentioned.
Page 3 of 6 O/COMA/215/2014 ORDER
[v] The rationale behind the amalgamation of two
companies is highlighted in paragraph 15 of the affidavit, stating that both the companies are engaged in same business activities and the Transferor Company was a Special Purpose Vehicle of the Transferee Company. The proposed amalgamation would result into simplification of the structure of the shareholding and decrease the administrative burden. The benefits flowing from the amalgamation stated, [a] Simplified corporate structure, [b] Size and scale integration and financial strength; [c] Administrative efficiency due to decreased compliance requirements; [d] Enhanced organizational capabilities; and [e] Enhanced value creation for shareholders of both companies and greater opportunities of growth.
5. No investigation proceedings are pending in relation to the Applicant under Sections 235 and 251 of the Act.
6. In the above background of facts and statements, as far as prayers for dispensation of holding of the meeting of the share holders and holding of the meeting of unsecured creditors are concerned, following are the relevant facts stated.
6.1 All the share holders of the applicant company have by their letters of consent dated 07.05.2014, given consent in writing to the proposed Scheme and Page 4 of 6 O/COMA/215/2014 ORDER have also approved and assented the Scheme. A list of share holders and the letters of consent given by them are produced along with the affidavit at Annexure-P collectively. Furthermore, a certificate dated 23.07.2014 by C. S. Mangal and Co., the Chartered Accountant giving the details of the share holders and their holdings is also annexed at Annexure-Q along with the affidavit.
6.2 The applicant has two secured creditors as on 31.03.2014. They have also given their consent in writing approving the proposed Scheme of Amalgamation. In any case, it was stated that their rights or material interest would not be prejudicially affected by virtue of the proposed arrangement in the nature of amalgamation. List of unsecured creditors certified by the above named Chartered Accountant is produced at Annexure-S with the affidavit. The said Chartered Accountant has also verified and confirmed the status of the unsecured creditors and the consent letters given by them as above, as per the certificate produced at Annexure-U. The affidavit in support of the Judge's summons is also accompanied by copies of the consent letters of unsecured creditors produced at Annexure-T collectively.
7. The applicant is stated to have no secured creditors which is fortified by the certificate at Annexure-R produced by above named Chartered Accountant. Therefore, the question of holding of the meeting of secured creditor does not arise.
Page 5 of 6O/COMA/215/2014 ORDER 7.1 It is given out that the Transferee Company
named-Welspun Infratech Limited, which has registered office situated in the State of Maharashtra, has filed appropriate proceedings before the High Court of Judicature at Bombay.
8. In light of the above, when all the share holders and the unsecured creditors have given their consent in writing to the proposed Scheme of Amalgamation, holding of their respective meetings would be a formality and when the other requirements of law are satisfied upto this stage, the prayers of the applicant-Transferor Company deserves to be granted. Accordingly, it is provided that the requirement of convening and holding of the meeting of the share holders as well as the requirement of convening and holding of the meeting of unsecured creditors are dispensed with.
9. The application is allowed and disposed of in the terms aforesaid.
(N.V.ANJARIA, J.) Chandrashekhar Page 6 of 6