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TMI Blog2016 (7) TMI 623X X X X Extracts X X X X X X X X Extracts X X X X ..... the Companies Act, 1956 and Companies Act, 2013. 2. Since the eight petitions are in relation to the common scheme, they were heard together and are disposed of by this common judgment. 3. It is the case of the petitioners that all the petitioners belong to the same management and are part of the Welspun Group. The Scheme would have following benefits: Consolidation and simplification of the group structure; Elimination of multilayered and crossheld entities; Reduce post operating and compliance cost; Streamlining the group structure; Achieving operational and management efficiency and Synergies arising out of consolidation of business, such as, enhancement of net worth of the combined business to capitalize on future growth potential, optimal utilization of resources. The petitions give in detail the benefits envisaged in the Scheme. 4. With respect to the Transferor Company 1, it has been pointed out that vide the order dated 27th April, 2016 passed in the Company Application No. 202 of 2016, the meetings of the equity and preference shareholders of the Transferor Company 1 were dispensed with in view of the written consent letters of all the equity and preference shareholder ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the meetings of the equity and preference shareholders of the Transferor Company 4 were dispensed with in view of the written consent letters of all the equity and preference shareholders. In pursuance of the aforesaid Order, the meeting of the Secured Creditors of the Transferor Company 4 was dispensed with in view of the fact that there are no secured creditors. Further, in pursuance of the aforesaid Order, the meeting of the Unsecured Creditors of the Transferor Company 4 was dispensed with, in view of the fact that the rights and interest of the Unsecured Creditors will not be affected by the Scheme of Arrangement and no compromise or arrangement was offered to the Unsecured Creditors. 8. With respect to the Transferor Company 5, it has been pointed out that vide the order dated 27th April, 2016 passed in the Company Application No. 206 of 2016 the meeting of the equity shareholders of the Transferor Company 5 was dispensed with in view of the written consent letters of all the equity shareholders. In pursuance of the aforesaid Order, the meeting of the Secured Creditors of the Transferor Company 5 was dispensed with in view of the fact that there are no secured creditors. Fur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed Creditors of the Transferee Company was dispensed with in view of the fact that there are no secured creditors. Further, in pursuance of the aforesaid Order, the meeting of the Unsecured Creditors of the Transferee Company was dispensed with, in view of the fact that the rights and interest of the Unsecured Creditors will not be affected by the Scheme of Arrangement and no compromise or arrangement was offered to the Unsecured Creditors. 12. It is the case of the petitioners that the scheme includes reduction of existing share capital of the Transferee Company which does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and the procedure prescribed under section 101 of the companies Act, 1956 was also dispensed with as per order dated 27th April, 2016 passed in Company Application No. 209 of 2016. However as per undertaking given by the transferee company, Special Resolution dated 26th April, 2016 was annexed as Annexure U to the petition. 13. The substantive petitions Company Petition Nos. 161 to 168 of 2016 were admitted by this Court vide orders dated 3rd May, 2016. The public notices for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proposed between the petitioner companies is not prejudicial to the interests of the shareholders of the petitioner companies and the public at large. 20. In response to the notice issued by this Court, the Official Liquidator, in his Affidavit in Reply dated 7th July, 2016, filed in Company Petition No. 161 of 2016 in Paragraph 17 stated that the affairs of the Petitioner Companies are not conducted in a manner prejudicial to the interest of its members and they may be dissolved without the process of winding up. 21. In view of the above discussion, the observations made by the Regional Director having been addressed and the Official Liquidator having opined that the affairs of the petitioner company have not been conducted in the manner prejudicial to the interest of its members or to the public interest, in the opinion of this court it does not appear to be any impediment to the grant of sanction to the Scheme of Arrangement, in as much as from the material on record and on perusal of the Scheme, the scheme appears to be fair and reasonable and is not violative of any of public policy. The arrangement under the proposed scheme appears to be in the interest of the companies and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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