Gujarat High Court
Welspun Corp Ltd....Petitioner(S) vs .....Respondent(S) on 18 November, 2013
Author: R.M.Chhaya
Bench: R.M.Chhaya
WELSPUN CORP LTD....Petitioner(s)V/S.....Respondent(s) O/COMP/270/2013 ORDER IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY PETITION NO. 270 of 2013 In COMPANY APPLICATION NO. 232 of 2013 ================================================================ WELSPUN CORP LTD....Petitioner(s) Versus .....Respondent(s) ================================================================ Appearance: MR SAURABH SOPARKAR, SENIOR ADVOCATE with MR NIRAG PATHAK, ADVOCATE and MS SHACHI PUNANI, ADVOCATE for AMARCHAND & MANGALDAS & SURESH A. SHROFF & CO. for the Petitioner(s) No. 1 ================================================================ CORAM: HONOURABLE MR.JUSTICE R.M.CHHAYA Date : 18/11/2013 ORAL ORDER
Heard Mr. Saurabh Soparkar, learned Senior Advocate with Mr. Nirag Pathak and Ms. Shachi Punani, learned advocates for Amarchand & Mangaldas & Suresh A. Shroff & Co. on behalf of the petitioner Company.
By way of the present petition under Sections 391 to 394 read with Sections 100 to 104 and other relevant provisions of the Companies Act, 1956, the petitioner is seeking sanction to the proposed Scheme of Arrangement between Welspun Corp Limited (Demerged Company or Petitioner Company) and Welspun Enterprises Limited (Resulting Company) and their respective shareholders and creditors and approval to the reduction of capital by reducing from the share premium account, capital reserve, general reserve and finally from the profit and loss account, of the of the Petitioner Company (the Scheme ).
It is submitted on behalf of the Petitioner Company that the Scheme inter alia provides that the transfer by way of a Demerger of the Demerged Undertaking (defined in the Scheme) of the Demerged Company to the Resulting Company pursuant to Sections 391 to 394 of the Companies Act, 1956 and for reduction of capital of the Petitioner Company under Sections 78, 100 to 103 and other relevant provisions of the Companies Act, 1956.
It is stated that the Petitioner Company had filed the Company Application No.232 of 2013, in this Court seeking directions for convening and holding the meetings of the equity shareholders, secured creditors and unsecured creditors of the Petitioner Company to seek their approval to the Scheme. By an order dated 13th September, 2013 passed in the Company Application No.232 of 2013, this Court directed that the meetings of the equity shareholders, secured creditors and unsecured creditors of the Petitioner Company be convened and held at the registered office of the Petitioner Company at Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat - 370110 on Tuesday, the 22nd October, 2013 at 11.00 a.m. (1100 hours), 12:00 noon (1200 hours) and 12:30 p.m. (1230 hours) respectively. By the said order Mr. Ramgopal Sharma, Director of the Petitioner Company and in his absence, Mr. K. H. Viswanathan, a Director of the Petitioner Company and in his absence Mr. Atul Desai, a Solicitor, were appointed as the Chairman, for the said meetings.
Pursuant to the order dated 13th September, 2013, the meetings of the equity shareholders, secured creditors and unsecured creditors of the Petitioner Company were held on 22nd October, 2013 at the time and place as stated in the order. Mr. Ramgopal Sharma, the Chairman appointed for the said meetings has filed three separate Reports all dated 23rd October, 2013 in respect of the said meetings. The said Reports have been annexed as Annexures P , Q and R to the Petition.
It is stated in the Reports that out of 60 equity shareholders holding 9,41,65,132 equity shareholders of the Petitioner Company who attended and voted at the meeting, 55 equity shareholders holding in aggregate 9,40,96,521 equity shares, constituting 91.67 % in number and representing 99.93 % in holding of the equity shares, present in person or by proxy or by Authorized Representative and voting at the meeting, voted in favour of the Scheme. No equity shareholders voted against the Scheme and votes of 5 equity shareholders holding 68,611 equity shares, constituting 8.33 % in number and representing 0.07 % in holding of the equity shares present in person or by proxy or by Authorized Representative and voting at the meeting were declared invalid. As regards meeting of the secured creditors is concerned all 18 secured creditors of the Petitioner Company having an aggregate outstanding value of Rs. 4006.54 crores, who attended and voted at the meetings voted unanimously in favour of the Scheme. Out of 30 unsecured creditors of the Petitioner Company having an aggregate outstanding value of Rs.1967.80 crores, who attended the meeting, 29 unsecured creditors having outstanding of Rs.1967.75 crores constituting 100% in number and representing 100% outstanding present in person or by proxy or by Authorized Representative voted in favour of the Scheme. No unsecured creditors voted against the Scheme nor any vote was declared invalid. The Scheme was thus approved with overwhelming majority of the equity shareholders, secured creditors and unsecured creditors of the Petitioner Company.
Having heard the learned counsel for the Petitioner Company and upon perusal of the material on record, the following order is passed:
ADMIT.
The final hearing of the Petition shall be held on 20.12.2013.
The Petitioner Company is directed to publish a notice of the hearing of the Petition in the English daily newspaper Indian Express (Ahmedabad Edition) in English language and the Gujarati daily newspaper Sandesh (Kutch Edition) in Gujarati language, at least 10 days before the date of hearing of the Petition. Publication of the notice of hearing of the Petition in the Government Gazette is dispensed with.
Notice to the Central Govt. through the Regional Director, North-Western Region, Ministry of Corporate Affairs, Registrar of Companies Bhavan, Opp. Rupal Park, Naranpura, Ahmedabad.
In view of the averment made in paragraph 25 of the Company Petition stating that the provisions of Section 101 of the Companies Act 1956 is not applicable, the procedure prescribed under Section 101(2) of the Companies Act, 1956 in relation to reduction of its share capital, is dispensed with.
(R.M.CHHAYA, J.) mrp Page 6 of 6