2016 (10) TMI 1108 - HC - Companies Law

Scheme of Arrangement involving transfer of Windmill Division by way of reconstruction in nature of Slump Sale - Held that - All the Equity Shareholders of the applicant Company as on date, being the holding Company and its nominee, have approved the scheme in form of written consent letters. All these consent letters are annexed with the application as Exhibit D . There are no Secured Creditors of the applicant Company. The certificates confirming the status of the Equity Shareholders as well as the receipt of consent letters from all of them and status of Secured Creditors of the Company are annexed collectively as Exhibit E . In view of the same, the dispensation is sought from convening the meetings of the Equity Shareholders of the applicant Company and considering the facts and circumstances and the submissions, the same is hereby granted. The amalgamating Transferor Company is a profit making Company with substantially high positive net worth. The Transferee Company shall continue its operations and shall fulfill all its liabilities towards Unsecured Creditors in normal course of business. In view of the same, the approval of the Unsecured Creditors of the Transferee Company is not necessary and hence not obtained. The application is hereby disposed of.

Summary

Issues: Composite Scheme of Arrangement under Companies Act, 1956 involving transfer of "Windmill Division" and amalgamation, dispensation of meeting of Equity Shareholders, approval of scheme by Equity Shareholders, rights of Unsecured Creditors, approval of Unsecured Creditors.

Composite Scheme of Arrangement:
The judgment pertains to a Composite Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956, involving the transfer of the "Windmill Division" of a company to another by way of 'Slump Sale' and the amalgamation of the Residual Undertaking with the transferee company. The applicant, the transferee company, sought dispensation of the meeting of Equity Shareholders, as all Equity Shareholders, including the holding company and its nominee, had approved the scheme through written consent letters. The court, after considering the submissions and circumstances, granted the dispensation from convening the meetings of Equity Shareholders.

Approval of Unsecured Creditors:
The judgment also addressed the issue of the rights and interests of the Unsecured Creditors of the transferee company. It was argued that the rights of Unsecured Creditors would not be prejudicially affected by the scheme, as the transferor company was profit-making with a high positive net worth. The court noted that the transferee company would continue its operations and fulfill its liabilities towards Unsecured Creditors in the normal course of business. Consequently, the approval of Unsecured Creditors of the transferee company was deemed unnecessary and was not obtained.

Conclusion:
In conclusion, the application filed by the transferee company was disposed of by the court after considering the approval of Equity Shareholders through written consent letters and determining that the rights of Unsecured Creditors would not be adversely affected by the scheme. The judgment highlights the importance of obtaining necessary approvals and ensuring that the interests of creditors are safeguarded in schemes of arrangement under company law.