IN RE Vs. OCL INDIA LIMITED

JUDGEMENT

(1.) Under Consideration is a Company Petition filed under section 230 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 and renumbered as TP(HC) /136/CAA/2017. The instant petition pertains to the proposed Scheme of Arrangement & amalgamation by virtue of which by virtue of which M/s. OCL India Limited (hereinafter referred as 'Petitioner/Transferor Company 1') , M/s. Dalmia Cement East Limited ('Transferor Company 2') , M/s. Shri Rangam Securities & Holdings Limited ('Transferor Company 3') and M/s. Dalmia Bharat Cements Holdings Ltd. ('Transferor Company 4') are proposed to be amalgamated with M/s. Odisha Cement Limited (hereinafter referred as 'Transferee Company') as a going concern.

(2.) The Details of Share Capital, Shareholders, Secured & Unsecured Creditors of the Company is as under:

(3.) Transferor Company No. 1 (OCL India Ltd.) had its registered office in Orissa and had accordingly initiated proceedings before the Hon'ble Orissa High Court for sanction of the Scheme in CP. No. 37 of 2016 wherein the Transferor Company No. 1 had prayed for convening of shareholders and secured creditors meetings and dispensing with the requirement of holding unsecured creditors' meeting on the grounds that (a) the unsecured creditors are mostly revolving/ repetitive and/or cyclical in nature and they are being paid off in the normal course of business in accordance with their terms; (b) the Transferor Company No. 1 is having a sound financial position and has a positive net worth and that even after making payment to all its secured creditors and statutory dues, it will be left with a large surplus balance which would be sufficient enough to meet its entire liability towards all its unsecured creditors and as such unsecured creditors shall continue to be paid off by the Transferor Company No. 1 as and when payable in accordance with their terms in the normal course of business; (c) neither the amounts owed to unsecured creditors, nor any of their rights, entitlements or security, if any, shall be varied in any manner. The Hon'ble High Court of Orissa, satisfied with the justification given by the Transferor Company No. 1, ordered for convening of the equity shareholders and secured creditors meeting and did not order for convening of Unsecured Creditors' meeting. In accordance with the High Court Order, equity shareholders and secured creditors meetings were convened on 27th November, 2016 as per the directions of the Hon'ble Orissa High Court and the scheme was duly approved by the equity shareholders and secured creditors. The Chairman's report has been filed before the Hon'ble High Court of in respect of Transferor Company-1.