2016 (4) TMI 1256 - HC - Companies Law

Composite Scheme of Arrangement in the nature of Demerger - Held that - As submitted that all the Equity Shareholders and Unsecured Creditors of the Applicant Company, as on date, have approved the Scheme in the form of written consent letters. All these consent letters are annexed with the Application as Exhibits D and E respectively. It has been submitted that there are no Secured Creditors. The certificates confirming the status of the Shareholders and Creditors as well as the receipt of consent letters from all the Shareholders and Unsecured Creditors are annexed collectively as Exhibit F . In view of the same, dispensation is sought from convening the meetings of the Equity Shareholders and Unsecured Creditors of the Applicant Company. Considering all the same is, hereby, granted.

Summary

Issues:
1. Composite Scheme of Arrangement involving Demerger and Transfer of Real Estate and Portfolio Investment Undertakings
2. Dispensation of meetings of Equity Shareholders and Unsecured Creditors

Analysis:
1. The judgment pertains to a Composite Scheme of Arrangement involving the Demerger and Transfer of Real Estate and Portfolio Investment Undertakings, along with the consequential restructure of share capital. The scheme proposes the utilization of the Securities Premium Account of four Demerged companies and the amalgamation of residue undertakings with a Transferee Company. The legal provisions invoked include Sections 391 to 394, Sections 78 and 100 to 103 of the Companies Act, 1956, and Section 52 of the Companies Act, 2013.

2. The application seeking dispensation of meetings of the Equity Shareholders and Unsecured Creditors is filed by a Transferor Company. The Applicant Company has obtained written consent letters from all Equity Shareholders and Unsecured Creditors, as evidenced by annexed exhibits. It is highlighted that there are no Secured Creditors involved in the scheme. The certificates confirming the status of Shareholders and Creditors, along with the consent letters, are collectively annexed. The court, after hearing the submissions made by the advocate for the applicant, grants dispensation from convening the meetings of Equity Shareholders and Unsecured Creditors based on the approvals received.

3. The judgment concludes by disposing of the application in light of the facts presented and the dispensation granted for the meetings of Equity Shareholders and Unsecured Creditors. The order signifies the approval and acceptance of the proposed Composite Scheme of Arrangement as detailed in the application.