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TMI Blog2016 (7) TMI 344X X X X Extracts X X X X X X X X Extracts X X X X ..... Business Undertaking 2" comprising the tankage business division of EPL, including strategic investment, directly and indirectly in: (a) VOTL; and (b) VPTL to Essar Power and Minerals Limited (EPML), (iv) De-merger and Transfer of "Demerged Undertaking 3" or "Identified Business Undertaking 3" viz. the business undertaking comprising of floating crane named Nand Shakti, a flat bottom crane barge of EPL, including EPL's strategic investment in Essar Bulk Terminal (Salaya) Limited to Hazira Coke Limited, (HCL), (v) De-merger and Transfer of "Demerged Undertaking 4" or "Identified Business Undertaking 4" viz. the business undertaking comprising of the floating crane named Nand Siddhi , a Barge Unloader No. 5 and Tug Persistence of EPL, including EPL's strategic investment in Essar Bulk Terminal Limited to Yash Hotels Private Limited (YHPL), (vi) consequential restructure of the share capital in form of Utilization of Security Premium Account of EPL, as well as (vii) Reduction of Issued and Paid up Equity Share Capital of EPL and (viii) Amalgamation of Essar Power and Minerals Limited (EPML) with Vadinar Oil Terminals Limited (VOTL), the Transferee Company; proposed under section ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t has been pointed out that in case of these companies, proposing the consequential reduction of part of the share capital, dispensation was granted from the procedure prescribed under Section 101(2) of the Companies Act, 1956 as well as the procedure prescribed under rule 48 to 65 of the Companies (Court) Rules 1959. 5. It has been further submitted that vide order dated 26th April 2016 passed in Co. Application No. 188 of 2016, filed by Vadinar Ports and Terminal Limited, the meeting of Equity Shareholders was dispensed with in view of the consent letters from the shareholders approving the proposed scheme, being placed on record. However, separate meetings of Secured and Unsecured Creditors of the Company were directed to be convened for seeking their approval to the Proposed Scheme. Pursuant to the directions issued vide the said order, with regard to the conduct of the meetings, after the due service of individual notices to all the Secured and Unsecured creditors of the Company as well as the public notice, the said meetings were duly convened on 25th May 2016 and the proposed Scheme was unanimously approved at both the meetings. The result of the said meetings have been pla ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... irman's report dated 26th May 2016. 8. The substantive petitions for the sanction of the scheme filed by Essar Power and Minerals Limited, Hazira Coke Limited and Yash Hotels Private Limited were admitted on 3rd May 2016. Whereas substantive petitions for the sanction of the scheme filed by Vadinar Oil Terminal Limited, Vadinar Ports & Terminals Limited and Essar Ports Limited were admitted on 6th June 2016. The notice for the hearing of the petitions were duly advertised in the newspapers being 'Indian Express', English daily, Ahmedabad Edition and 'Sandesh', Gujarati daily Rajkot editions respectively dated 27th May 2016 and 9th June 2016. The publication in the Government gazette was dispensed with as directed in the said orders. Affidavits dt. 15th June 2016 and 17th June 2016 confirm the same. No one has come forward with any objections to the said petitions even after the publication and the same has been further confirmed by the common additional affidavit dated 29th June 2016. 9. Notice of the petitions has been served upon the Office of the Official Liquidator for two Amalgamating companies viz. Vadinar Ports & Terminals Limited and Essar Power and Minerals Limited. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... king-2, and on amalgamation of EPML with VOTL shall be transferred to VOTL as part of the entire undertaking of EPML. As a result VPTL shall become the Wholly Owned Subsidiary of VOTL. The said position is clearly envisaged vide Clause 73 of the Scheme and hence no shares are required to be issued by VOTL. The said clarification/explanation is found to be satisfactory and no further directions are required to be issued in this regard. 11. Notice of the petitions have been served upon the Central Govt. and Mr. Kshitij Amin, learned Central Government Standing Counsel has appeared for Mr. Devang Vyas, learned additional solicitor general. An affidavit dt. 24th June 2016 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, North-Western Region, Ministry of Corporate Affairs, whereby some observations are made. 12. The attention of this court is drawn to the Additional Affidavit dated 28th June 2016 filed by Mr. Manoj Vinod Contractor, the Authorised Signatory of the Petitioner Companies, whereby all the above issues have been dealt with. I have further heard submissions made by the learned counsel appearing for the Central Govt. and Mr. Saurabh Soparkar, learned Senio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ining requisite licenses, approvals and other permissions from regulatory authorities for carrying on the activities of handling of oil, petroleum products, mining & ports business. In this regard, it has been submitted on behalf of the Petitioners that all the Petitioner Companies had obtained the requisite approvals/ licenses required to conduct their respective business activities. Further, upon Scheme being effective, the Transferee Company and/or the Resulting companies shall apply, as may be applicable, to the relevant authorities for effecting transfer of the licenses, approvals and permissions of the De-merged Companies/Transferor Companies and the business activities shall be undertaken by the Resulting Companies and/or Transferee Company in compliance with the respective regulatory laws. (v) The observation of the Regional Director made vide para 2(g) pertains to Change of Name of two Petitioner Resulting Companies, as envisaged under Clauses 37.3 and 50.4 of the Scheme. In this regard, it has been submitted that as envisaged under respective clauses 37.4 and 50.5 of the Scheme, it will not be necessary for these Companies to pass any special resolutions for the said pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in terms of paragraph 19 (a), 19 (a-1) and 19 (a-2) are hereby granted. 15. The petitions are disposed of accordingly. So far as the costs to be paid to the Central Govt. Standing Counsel is concerned, I quantify the same at Rs. 10,000/- per petition. The same may be paid to the learned Standing Counsel appearing for the Central Govt. Costs to be paid to the Office of the Official Liquidator is quantified at Rs. 10,000/- per petition payable only by the amalgamting Companies. The same may be paid to the Office of the Official Liquidator. 16. The petitioner companies are further directed to lodge a copy of this order, the detailed schedule of immovable assets of the respective De-merged Undertakings of the De-merged Companies being transferred to respective Resulting Companies as well as the respective Undertakings of the amalgamating companies being transferred to the Transferee Company as on the date of the order and 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. 17. The Petitioner companies are direct ..... X X X X Extracts X X X X X X X X Extracts X X X X
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