The court sanctioned the scheme of amalgamation, confirming compliance with statutory requirements and public interest, thereby promoting operational efficiency and improved market competitiveness.

PER-BENCH

1. This is a Petition filed by the Petitioner Company under Section 230 - 232 of the Companies Act, 2013 and read with Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the by inter-alia praying for sanction of the Scheme of Amalgamation of Anjar Integrated Textile Park Developers Private Limited (“the Transferor Company 1”) and Anjar Terry Towels Limited (“the Transferor Company 2”) and Besa Developers and Infrastructure Private Limited (“the Transferor Company 3”) and Welspun Zucchi Textiles Limited (“the Transferor Company 4”) and Welspun Flooring Limited (“the Transferor Company 5”) with Welspun Living Limited (formerly known as Welspun India Limited) (“the Transferee Company”) and their respective shareholders (‘Scheme’) so as to be binding on all the members, creditors and employees and all concerned.

2. The averments made in the Petition are briefly described as under:

2.1 Welspun Flooring Limited (hereinafter referred to as ‘the Petitioner Company’ or ‘the Transferor Company 5’) is a public limited company having its CIN: U17291TG2016PLC132327 and its registered office is same as mentioned in the cause title. The Transferor Company 5 was incorporated on March 01, 2016 under the applicable provisions of the Companies Act, 2013 in Gujarat. Subsequently, pursuant to issue of Certificate of Registration of Regional Director order for Change of State dated April 26, 2019 issued by Registrar of Companies, Hyderabad, the registered office was changed from Gujarat to Hyderabad. The PAN of the Petitioner Company is AABCW7925Q. A copy of the Certificate of Incorporation along with the Memorandum of Association and Articles of Association of the Petitioner Company was enclosed as “Annexure 1” to the petition

2.2 The Petitioner Company herein is engaged in the business of manufacturing of carpets and flooring products.

2.3 The authorized, issued, subscribed and paid-up share capital of the Petitioner Company as on July 31, 2023 was as follows:

Subsequent to the above date and till the date of filing of this Petition, there has been no change in the authorized, issued, subscribed and paid-up share capital of the Petitioner Company herein. The Petitioner Company herein is a wholly subsidiary of the Non-Petitioner Transferee Company. A copy of the latest audited financial statement as on March 31, 2023 and provisional financial statement as on June 30, 2023 of the Petitioner Company was enclosed as “Annexure 2 & 2A” to the petition.

DETAILS OF NON – PETITIONER COMPANIES

2.4 Anjar Integrated Textile Park Developers Private Limited (hereinafter referred to as ‘the Non-Petitioner Transferor Company 1’ or ‘the Transferor Company 1’) is a private limited company having its CIN: U74120GJ2011PTC064912 and its registered address at Survey No. 675, Welspun City, Village Versamedi, Anjar, Gujarat 370110. Petitioner Transferor Company 1 was incorporated on April 12, 2011 under the applicable provisions of the Companies Act, 1956 in Gujarat under the name ‘Welspun BOT Projects Private Limited’. Pursuant to a fresh Certificate of Incorporation Consequent upon Change of Name dated December 06, 2013 issued by the Registrar of Companies, Gujarat, the name of the Non Petitioner Transferor Company 1 was subsequently changed from ‘Welspun BOT Projects Private Limited’ to ‘Anjar Integrated Textile Park Developers Private Limited’. A copy of the Certificate of Incorporation along with the Memorandum of Association and Articles of Association of the Non-Petitioner Transferor Company 1 was enclosed as “Annexure 3” to the petition A copy of the latest audited financial statement as on March 31, 2023 and provisional financial statement as on July 31, 2023 of the NonPetitioner Trans