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2023 Supreme(Online)(NCLT) 2496
IN THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD COURT - 2 ITEM No.303 CP(CAA)/58(AHM)2022 in CA(CAA)/32(AHM)2022 Order under Sections 230-232 of Co. Act, 2013 IN THE MATTER OF:
Bhagwat Power Salaya Ltd ........Applicants Essar Steel Metal Trading Ltd Order delivered on ..21.07.2023 Coram:
Mr. Shammi Khan, Hon’ble Member(J)
Mr. Ajai Das Mehrotra, Hon’ble Member(T)
ORDER
The case is fixed for pronouncement of order. The order is pronounced in open Court. vide separate sheet.
-Sd- -Sd-
AJAI DAS MEHROTRA SHAMMI KHAN MEMBER (TECHNICAL) MEMBER (JUDICIAL)
NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH AHMEDABAD (COURT – II)
CP (CAA) No. 58 of 2022 in CA(CAA) No. 32/NCLT/AHM/2022 [In the matter of Sections 230-232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016]
In the matter of Composite Scheme of Arrangement Between Bhagwat Power Salaya Limited (Transferor Company 4)
And Essar Steel Metal Trading Limited (Transferee Company 2)
And Their respective Shareholders and Creditors Order Pronounced on : 21.07.2023 Coram:
Mr. Shammi Khan, Hon’ble Member (Judicial)
Mr. Ajai Das Mehrotra Hon’ble Member (Technical)
MEMO OF PARTIES Bhagwat Power Salaya Limited (CIN: U40300GJ2009PLC062729), a company incorporated under the Companies Act, 1956 having its Registered Office at 601, 6th Floor, Indra Complex Near Namrata Society, … Petitioner Company 1/
Manjalpur, Vadodara-390004, Transferor Company 4 Gujarat.
Essar Steel Metal Trading Limited (CIN: U27100GJ2005PLC046272) a company incorporated under the Companies Act, 1956 having its registered office at 601, 6th Floor, Indra Complex Near Namrata Society, … Petitioner Company 2/
Transferee Company 2 Manjalpur, Vadodara-390004, Gujarat.
For the Petitioners : Ms. Dharmishtha Raval, Advocate.
For the Regional : Mr.Rama Ambedkar, Assistant Director Director.
For the Income Tax : Ms.Pankti Shah, Advocate for Department Ms. Maithili D Mehta, Advocate.
For the Petitioner:Dharmishta Raval
ORDER
1. This joint Company Petition has been filed by the Petitioner Companies above named under Sections 230-232 of the Companies Act, 2013 (for brevity the Act) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for seeking sanction of the Scheme of Amalgamation of M/s. Frontier Steel Components Limited (Transferor Company No.1), M/s. Atubha Tech Limited (Transferor Company No.2), M/s. Edwell Infrastructure Hazira Limited (Transferor Company No.3/ Transferee Company No.1) and M/s. Bhagwat Power Salaya Limited (Transferor Company No.4) with M/s. Essar Steel Metal Trading Limited (Transferee Company No.2) and their respective shareholders (hereinafter referred to as the “Scheme”) with effect from 01.04.2021, being the Appointed Date as mentioned in the Scheme.
2. An Affidavit in support of the Company Petition has been sworn by Mr Vikas Gangwal, Authorized Signatory of the Petitioner Company No.1/ Transferor Company No.4 and Authorized Signatory of the Petitioner Company No.2 / Transferee Company No.2 and the same are part of the Company Petition. The abovenamed Authorized Signatories for the Petitioner Companies have been authorized vide Board Resolutions dated 14.03.2022 and 1st March 2022 passed by the respective Petitioner Companies.
3. The registered offices of the Transferor Companies No.1 and 2 and Transferor Company No.3 /Transferee Company No.1 are situated in the State of Maharashtra. Hence, the aforesaid companies had filed first motion application being CA (CAA) 95 of 2022 before the National Company Law Tribunal (NCLT), Mumbai Bench, which was allowed and disposed of vide order dated 23.09.2022. Further, after complying all the directions given in the aforesaid order, the aforesaid companies had filed second motion petition being CP (CAA) 3 of 2023 before NCLT, Mumbai Bench, which was allowed and disposed of by an order dated 09.06.2023. Copy of the said order dated 09.06.2023 is filed on 17.07.2023.
4. The Composite Scheme of Arrangement for Amalgamation of the Transferor Company 1 and Transferor Company 2 with the Transferee Company 1; And the Amalgamation of the Transferor Company 3 /Transferee Company 1 and Transferor Company 4 with the Transferee Company 2, would inter alia have the following benefits:
The Amalgamation of the Transferor Company 1 and Transferor Company 2 with the Transferor Company 3/Transferee Company 1; And the Amalgamation of the Transferor Company 3 /Transferee Company 1 and Transferor Company 4 with the Transferee Company 2, would inter alia have the following benefits:
i. The Transferor Company 1, Transferor Company 2 are the wholly-owned subsidiaries of Transferee Company 1 and; the Transferor Company 3, Transferor Company 4 are the wholly- owned subsidiaries of Transferee Company 2;
ii. All the Companies are under the same management, the amalgamation of the Transferor Company 1 and Transferor Company 2 with the Transferor Company 3 /Transferee Company 1 and the Amalgamation of Transferor Company 3 and Transferor Company 4 with the Transferee Company 2 will remove inefficiencies and result in simplification, streamlining and optimization of the group structure and efficient administration;
iii. Benefit Shareholders and other stakeholders of the respective companies by consolidating and simplifying the group structure, business operations, provide optimal utilization of various resources and eliminating cross holdings within the group;
iv. Enhance growth prospects, reduce overheads, administrative, managerial and other costs and expenditure and remove inefficiency;
v. Result in improved shareholder value for the shareholders of the respective companies, thus providing a stronger and wider capital and financial base for future growth/expansion of the Transferee Company 2;
vi. Post-Amalgamation of Transferor Company 1 and Transferor Company 2 with the Transferor Company 3 /Transferee Company 1 and the Amalgamation of Transferor Company 3 and Transferor Company 4 with
