IN RE Vs. L&T SHIPBUILDING LTD AND ORS

JUDGEMENT

(1.) Under consideration is the C.P. No. 17 of 2017 which has been filed by the Petitioner Company under Sections 230 to 240 of the Companies Act, 2013 for seeking relief to sanction the Scheme of Arrangement of the Petitioner Company/Demerged Company, for demerger of Demerged Undertaking of Petitioner Company to "Marine Infrastructure Developer Private Ltd.", the resulting company, so as to be binding on all the equity shareholders and creditors of the Petitioner Company w.e.f. the 'Appointed Date' and thus render justice. The grounds, which have been made for seeking sanction of the Scheme of Arrangement of Demerger (hereinafter referred to as "Scheme") are given in the Petition as follows:-

(2.) It may be recalled that the Company Application No. 10/2017 was presented before this Bench and vide Order dated 01.02.2017, we dispensed with calling of a meeting of creditors, both secured and unsecured, under sub-section 9 of Section 230 of the Companies Act, 2013. The Application revealed that there is a scheme for Arrangement of Demerger of the transferor company which has decided to demerge the ports business, thereby transferring and vesting the operation relating to the ports business of the transferor company into a separate company, i.e. M/s. Marine Infrastructure Developer Pvt. Ltd., the transferee company.

(3.) In this connection, the Board of Directors of the transferor company and the transferee company have held their respective meetings by resolution dated 22.07.2016 and approved the said Scheme. The transferor company, inter alia, filed the auditor's certificate dated 30.09.2016 which provides the list and the respective outstanding value of secured creditors and unsecured creditors. In short, the transferor company and the transferee company are stated to have aggregate assets which are more than sufficient to meet all their liabilities, and the proposed Scheme will not adversely affect the rights and interests of any of the creditors of the transferor company or the transferee company in any manner whatsoever. The transferor company has only two secured creditors i.e. IDBI Trusteeship Service Ltd and State Bank of India to whom the company owes Rs. 1641,37,01,472/- as on 30.09.2016 and the amount due to unsecured creditors as on 30.09.2016 is Rs. 2247,51,22,503/-. The IDBI Trusteeship Service Ltd and the State Bank of India's credit that have been given, if shown in percentage, amounts to 81.09% and 18.91% respectively. The secured creditors have approved the Scheme by duly swearing in consent affidavits. It is also pertinent to mention herein that the unsecured creditors holding around 96.4%) of the total value of the equity of M/s. L & T Shipbuilding Ltd. and M/s. Larson & Toubro Ltd., have also accorded their approval by duly swearing in consent affidavits dated 28.12.2016 to this effect. It is also placed on record that the transferor company's shareholders [M/s. Larson & Toubro Ltd.] are holding 81,86,79,994 equity shares of Rs. 10/- each, along with TN Industrial Development Corporation Ltd., holding 253,20,000 equity shares of Rs. 10/- each, being the transferor herein, and six nominees shareholders holding one equity share of Rs. 10/- each jointly with M/s. Larson & Toubro Ltd., have accorded their unconditional consent and approval to the Scheme. The secured creditors and the unsecured creditors as well, who are having more than 90% value, did agree and confirm by way of Affidavits, the said Scheme.