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2025 Supreme(Online)(NCLT) 819
NATIONAL COMPANY LAW TRIBUNAL
Ms. Lakshmi Gurung, Member (Judicial), Sh. Charanjeet Singh Gulati, Member (Technical)
Shapoorji Pallonji Forbes Shipping Private Limited – Appellant
Versus
Shapoorji Pallonji Infrastructure Capital Company Private Limited – Respondent
C.A. (CAA) No. 105/MB/C-III/2023
For the Appellants/Petitioners: CA Harsh Ruparelia, Adv. Rahul D. Oak
For the Respondents: Mr. Tushar Wagh, Gaurav Jaiswal, Company Prosecutor
The Tribunal sanctioned a scheme for reduction of share capital and amalgamation, confirming compliance with statutory provisions and protection of creditor interests.
Headnote:(A) Companies Act, 2013 - Sections 230 to 232, 66 - Scheme of Arrangement for reduction of share capital and reorganization of reserves of a company - The Tribunal sanctioned the scheme for reduction of equity and preference shares of the Transferor Company, resulting in the issue of debentures, and amalgamation with the Transferee Company - The court confirmed compliance with statutory requirements and assessed that the scheme was in the interest of stakeholders, aligning with public policy. (Paras 1, 2, 34)
(B) Corporate Restructuring - The scheme outlines rationalization of corporate structure by extinguishing and cancelling a significant percentage of shares while ensuring creditor interests remain protected and the amalgamation is beneficial to all related parties. (Paras 8, 18)
| Table of Content |
|---|
| 1. sanction sought for scheme of arrangement. (Para 1 , 2 , 4) |
| 2. business nature and capital information of petitioner companies. (Para 6 , 7) |
| 3. details on capital reduction and share cancellation. (Para 8 , 12 , 13) |
| 4. compliance observations from the regional director. (Para 15 , 16 , 17) |
| 5. no objections from the official liquidator and regional director. (Para 18 , 21) |
| 6. legal basis for proposed reduction and adjustments. (Para 26 , 27 , 28) |
| 7. petitioner companies' compliance with laws and regulations. (Para 30 , 31 , 32) |
| 8. approval and directions for the scheme. (Para 34) |
ORDER
1. The sanction of this Tribunal is sought under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (Act) and the Rules framed thereunder for the Scheme of Arrangement which provides for reduction of share capital and reorganization of reserves of Shapoorji Pallonji Forbes Shipping Private Limited (Transferor Company/First Petitioner Company), followed by the amalgamation of the First Petitioner Company with and into Shapoorji Pallonji Infrastructure Capital Company Private Limited (Transferee Company/Second Petitioner Company) and their respective shareholders (Scheme)
2. The Board of Directors of the Petitioner Companies approved the said Scheme of Arrangement by passing their respective Board Resolutions on 16th February 2023 which are annexed to the Joint Company Scheme Petition (Petition).
3. The registered offices of the Petitioner Companies are situated in Mumbai, Maharashtra and hence the subject matter of the Petition is within the jurisdiction of this Bench.
4. Learned Counsel for the Petitioner Company submits that the Petition has been filed in consonance with the Tribunal’s Order dated 18.04.2023 passed in Company Scheme Application No. CA ( CA A)/105/MB/2023.
5. It is observed that the Petitioner Companies have complied with all the requirements as per the directions of this Tribunal. Moreover, the Petitioner Companies undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 2013 , and the Rules & Regulations made there under. The said undertaking is accepted.
6. Nature of Business of the Petitioner Companies:
6.1 The Transferor Company is engaged in the business of ship- owners, charterers, etc.
6.2 The Transferee Company is engaged in the business of trading, civil projects and operation and maintenance of power plants. It prospects, acquires, develops and maintains infrastructure assets.
6.3 It is submitted that the Transferor Company’s parent company, namely Shapoorji Pallonji And Company Private Limited is the 100% holding company of the Transferee Company.
7. The Authorized, Issued, Subscribed and Paid-up Share Capital of the Petitioner Companies are as follows:
7.1 Transferor Company: Authorized Share Capital is Rs. 3,35,00,00,000 comprising of 16,00,00,000 Equity Shares of Rs. 10 each and 17,50,00,000 Preference shares of Rs. 10 each. The Issued, Subscribed and Paid-up Share Capital is Rs. 90,10,00,000 comprising of 15,00,000 Equity Shares of Rs.10 each and 8,86,00,000 zero percent Redeemable Preference shares of Rs. 10 each.
7.2 Transferee Company: Authorized Share Capital is Rs. 12,00,27,00,000 comprising of 69,98,80,000 Equity Shares of Rs. 10 each; 50,00,00,000 Preference shares of Rs. 10 each; and 3,90,000 unclassified shares of Rs. 10 each. The Issued, Subscribed and Paid-up Share Capital is Rs. 6,29,50,74,580 comprising of 47,75,07,458 Equity Shares of Rs. 10 each and 15,20,00,000 Preference shares of Rs. 10 each.
8. Learned Counsel submitted the Rationale for the Scheme as under:
• The Transferor Company’s parent company, namely Shapoorji Pallonji And Company Private Limited is the 100% holding company of the Transferee Company.
• The reduction of share capital and reorganization of reserves of the Transferor Company, would, inter alia, enable the Transferor Company to rationalize its capital structure and present a true and f
