Gujarat High Court Case Information System
Print
OJA/14/2010 5/ 5 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
O.J.APPEAL
No. 14 of 2010
In
COMPANY
APPLICATION No. 21 of 2010
In
COMPANY
PETITION No. 166 of 2009
In
COMPANY
APPLICATION No. 215 of 2009
=========================================================
WELSPUN
STEEL PLATES AND COIL MILLS PRIVATE LIMITED-Appellant(s)
Versus
.
- Opponent(s)
=========================================================
Appearance
:
MRS
SWATI SOPARKAR for
Appellant(s) : 1,
None for Opponent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MS. JUSTICE R.M.DOSHIT
and
HONOURABLE
MR.JUSTICE MD SHAH
Date
: 12/03/2010
ORAL
ORDER
(Per : HONOURABLE MS. JUSTICE
R.M.DOSHIT)
This
Appeal preferred under Section 483 of the Companies Act arises from
the order dated 28th January 2010 made by the learned
Company Judge in Company Application No. 21 of 2010 in Company
Petition No.166 of 2009.
One
Welspun Gujarat Stahl Rohren Limited (hereinafter referred to as the
Company ) had proposed a scheme of demerger. Under the said
scheme of demerger the Company had resolved to demerge its Plate and
Coil mill Division to form a wholly owned subsidiary in the name of
Welspun Steel Plates and Coil Mills Pvt. Ltd. (hereinafter referred
to as the Resulting Company ).
The
Resulting Company filed Company Petition No. 166 of 2009 for approval
of the scheme of de-merger under Sections 391 to 394 of the Companies
Act, 1956. Under the proposed scheme for de-merger the Company had
decided, However, that in the event of the aforesaid sanctions,
approvals, or orders, for any reason not being obtained on or before
31-12-2009 or within such further period or periods as may be
mutually agreed upon between the Demerged Company and the Resulting
Company, through their respective Board of Directors, this Scheme
shall become null and void and in that event no rights and
liabilities shall accrue to or be incurred inter-se by the parties in
terms of this Scheme and both the parties will be absolved from the
effect of any action/inaction taken by them in response of the
Scheme . As the sanction was not accorded by 31st
December 2009, in absence of a mutual agreement for further period,
the scheme became null and void in terms of the aforesaid paragraph
18.1.
The
Resulting Company, therefore, approached the learned Company Judge in
Company Application No. 21 of 2010 for withdrawal of the Company
Petition No. 166 of 2009 and the entire proceeding for sanction of
the proposed scheme. The learned Company Judge has, by order dated
28th January 2010, directed the appellant to inform
all Equity shareholders and also publish necessary public
advertisements to the said effect in Indian Express (English Daily),
Ahmedabad Edition and Phulchhab (Gujarati Daily), Rajkot Edition,
with 21 days clear notice. Therefore, the present Appeal.
Learned
Advocate Mrs. Soparkar has appeared for the appellant. She has
produced copy of the proposed scheme of de-merger. She has submitted
that paragraph 18.1 envisages that unless required sanction were
received by 31st December 2009, the scheme would become
null and void. She has further submitted that in response to the
public notice given under Section 391 of the Companies Act, nobody
had come forward to object to the proposed scheme.
Mrs.
Soparkar has submitted that the direction to inform all the equity
shareholders and to publish advertisement in the daily newspapers, is
unwarranted. She has submitted that the appellant is the wholly
owned subsidiary of the holding Company Welspun Gujarat Stahl
Rohren Limited. The Welspun Gujarat Stahl Rohren Limited the
holding Company was also before the Company Court in Company
Application No.22 of 2010.
She
has further submitted that the learned Company Judge had made a
similar order on Company Application No. 22 of 2010 in Company
Petition No. 165 of 2009 filed by the Company for approval under
Section 391 to 394 of the Act. The challenge to the said order in
O.J. Appeal No. 13 is upheld. By order dated 26th
February 2010, the said O.J. Appeal No.13 of 2010 is allowed.
We
are of the opinion that in view of paragraph 18.1 of the Scheme, the
proposed scheme of de-merger has become null and void. Besides,
issuing notice to the only shareholder, the Company and publication
of advertisement are mere paper formality. Such directions, on the
facts of the matter are not warranted.
For
the aforesaid reason, the Application No. 21 of 2010 is allowed. The
impugned order dated 28th January 2010 made by the learned
Company Judge in Company Application No. 21 of 2010 is set aside. The
Company Application no.21 of 2010 is allowed. The appellant is
allowed to withdraw the Company Petition No. 166 of 2009 filed under
Section 391 to 394 of the Companies Act.
(M.D.
Shah, J.) (Ms. R.M. Doshit, J.)
*menon
Top