This joint petition has been filed for sanctioning of the proposed Scheme of Amalgamation of BAHUBALI NIKETAN PRIVATE LIMITED, the petitioner No.2 and STARLITE TRADERS PRIVATE LIMITED the petitioner No.3 and SALASAR VYAPAR PRIVATE LIMITED the petitioner No.4 above named (hereinafter referred to as Transferor Companies) and VEDANTA POWER PROJECTS PRIVATE LIMITED, being the petitioner No.l above named (hereinafter referred to as Transferee Company).
2. The object of this petition is to ultimately obtain sanction of the Tribunal to the Scheme of Amalgamation whereby and where under the entire undertaking of the Transferor Companies together with all assets and liabilities relating thereto ongoing concern basis are proposed to be transferred to and vested in the Transferee Company with Transfer Date or Appointed Date being 1/4/2016 on the terms and conditions fully stated in the Scheme of Amalgamation. Copy of the Scheme of Amalgamation is annexed to the application and marked as Annexure A.
3. The Authorised Share Capital of VEDANTA POWER PROJECTS PRIVATE LIMITED the Transferee Company, i.e. the Petitioner No.l is Rs.80,00,000/- divided into 80,00,000 Equity Shares of Rs.10/- each. The issued, subscribed and Paid Up Share Capital of the Company is Rs.79,66,000/- divided into 7,96,600 Equity Shares of Rs. 10/- each fully paid-up.
4. The Authorised Share Capital of BAHUBALI NIKETAN PRIVATE LIMITED the Transferor Company No.l, i.e. the Petitioner No 2 is Rs.5,00,000/-divided into 50,000 Equity Shares of Rs.10/- each. The issued, subscribed and Paid Up Share Capital of the Company is Rs.4,35,500/- divided into 43,550 Equity Shares of Rs.10/- each fully paid-up.
5. The Authorised Share Capital of STARLITE TRADERS PRIVATE LIMITED the Transferor Company No.2, i.e. the Petitioner No 3 is Rs. 15,00,000/-divided into 1,50,000 Equity Shares of Rs.10/- each. The issued, subscribed and Paid Up Share Capital of the Company is Rs.5,27,150/- divided into 52,715 Equity Shares of Rs. 10/- each fully paid-up.
6. The Authorised Share Capital of SALASAR VYAPAR PRIVATE LIMITED the Transferor Company No 3, i.e. the Petitioner No 4 is Rs.5,00,000/-divided into 50,000 Equity Shares of Rs.10/- each. The issued, subscribed and Paid Up Share Capital of the Company is Rs.4,35,500/- divided into 43,550 Equity Shares of Rs.10/- each fully paid-up.
7. Copies of necessary Board resolutions dated 7th day of March 2017 of the Transferee Company and of the Transferor Company approving the Scheme of Amalgamation has been annexed to the petition and marked as Annexure P at pages 378 to 385 of the petition.
8. Pursuant to this Tribunal order dated 16th August 2017 the holding of meeting of the equity shareholders of the of the Petitioner Companies and the holding of meeting of unsecured creditors of the of the Petitioner Companies were dispensed with and the Tribunal also recorded that the consent of the unsecured creditors as on the date of passing of the order by way of affidavit be filed before the Tribunal.
9. The petitioners Companies have come before the Tribunal with this Company Petition i.e. this Second Motion and submitted the following documents along with the Company Petition.
a) Copies of Audited Balance Sheet as on 31st March 2016 and 31st MARCH 2017 of Transferee Company as well as the Transferor Companies have been annexed and marked as Annexure C, Annexure D, Annexure F, Annexure G, Annexure I, Annexure J and Annexure L, Annexure M at pages 72 to 99, pages 100 to 137, pages 159 to 182, pages 183 to 219, pages 240 to 258, pages 259 to 287, pages 307 to 327 and pages 328 to 359 respectively of the petition.
b) Copies of Memorandum and Articles of Association of all Petitioner Companies have been annexed and marked as Annexure B, Annexure E, Annexure H and Annexure K at pages 48 to 71, at pages 138 to 158, at pages 220 to 239 and pages 288 to 306 respectively of the petition.
c) Copy of the share valuation report has been annexed and marked as Annexure O at pages 368 to 377.
d) Copy of Certificate from the Company's Chartered Accountants prescribed in terms of Sec. 133 of the Companies Act have been filed separately under letter dated 22/11/2017.
e) List of shareholders of the Transferee Company and Transferor Companies duly certified by the statutory auditor of the respective company have been filed separately under cover letter dated 22/11/2017.
f) Pursuant to the directions contained the order dated 16th August, 2017 of the Tribunal, the unsecured creditors of the Company as on 31st December 2017 have given their consent by way of affidavit. Such affidavit of consent is annexed to the supplementary affidavit dated 22nd February 2018. g) Evidence for service upon the Regulatory authorities have been annexed and marked as Annexure Q at pages 386 to 416.
10. Heard Ld. Counsels for the applicants, perused the records, documents annexed to the application and affidavits filed in the instant proceedings. On perusal of the documents submitted by the petitioners and as per norms enunciated in Motion II format, the following orders are passed:
i. The date of hearing of the petition filed jointly by the Petitioner for the sanction of the Scheme is fixed on Tuesday 17th April, 2018.
ii. Notice of hearing of this petition in form NCLT 3A shall be advertised once in English daily "Business Standard" and in Bengali "Aajkal" daily newspaper, not less than 10 days before the aforesaid date fixed for hearing.
iii. In addition to the above public notice, the petitioner companies shall serve notice of the petition on the following authorities namely
iv. (a) Central government through Regional Director, Eastern Region, Ministry of Corporate Affairs,
v. (b) Registrar of Companies, West Bengal,
vi. (c) The Income Tax Department of the office having jurisdiction over the respective petitioner companies,
vii. (d) the Official Liquidator and such other relevant and sect oral regulators/authorities, if applicable, which are likely to be affected by the proposed Scheme by sending the same by hand delivery through special messenger or by registered post or speed post within 7 days from the date of this order for filing their representations., if any on the petition. Notice along with the copy of the application and other related documents with PAN Numbers of the Applicant Companies should be served upon the Chief Commissioner of Income Tax Department by e mail and Speed Post or by Messenger. Petitioner Companies are also directed to mention their respective PAN Nos. everywhere.
viii. The notice shall specify that representations, if any should be filed before this Tribunal within 30 days of date of receipt of the notice with a copy of such representations being sent simultaneously to the petitioners and/or their Authorised Representatives. If no such repres
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entations are received by the Tribunal within the said period, it shall be presumed that such authorities have no representations to make on the Scheme of Amalgamation. ix. All Petitioner Companies at least 7 days before the date of hearing of the petition shall file and affidavit of service in relation to the paper publication as well as service of notices n the Authorities specified above including the Pectoral Regulators. The Company Petition No. CP (CAA) No.674 of 2017 connected with CA (CAA) No.242/KB/2017 is directed to be listed for further hearing on 17/4/2018. There shall be no orders as to costs. Urgent certified copies of this order, if applied for, be supplied to the parties upon compliance of all requisite formalities.