2016 (7) TMI 1455 - HC - Companies Law

Scheme of demerger - Held that - Taking into consideration the submissions and the material on record of the application, I deem it appropriate to direct that the meetings of the (i) one secured creditor and (ii) unsecured creditors of the transferor company InterGlobe Enterprises Limited be held to examine the proposed scheme. The said meetings of the secured creditor and unsecured creditors of the transferor company be convened and held accordingly and necessary adherence to procedures.

Summary

Issues:
1. Company application filed for a composite scheme of arrangement under Sections 391-394 of the Companies Act, 1956.
2. Consent of shareholders and creditors for the proposed scheme.
3. Directions for conducting meetings of secured and unsecured creditors.
4. Appointment of Chairpersons for the meetings and their remuneration.
5. Procedure for conducting the meetings and voting by proxy.
6. Notice requirements and submission of reports by Chairpersons.

Analysis:
1. The judgment pertains to a company application filed for a composite scheme of arrangement under Sections 391-394 of the Companies Act, 1956. The scheme involves the demerger of the Real Estate Undertaking and IT Support Services Undertaking of the Transferor Company and their vesting with Resulting Subsidiaries, followed by the amalgamation of the Residual Transferor Company into the Transferee Company on a going concern basis. The scheme aims at reorganizing the business structure of the companies involved.

2. The applicants have provided details regarding the shareholders and creditors of the Transferor Company, Resulting Subsidiaries, and Transferee Company. The Transferor Company has seven equity shareholders and one secured creditor along with fifty unsecured creditors. The Resulting Subsidiaries have given their consent to the scheme, and the Transferee Company has four equity shareholders who have also consented. The consent of shareholders and creditors is a crucial aspect for the approval of the scheme.

3. The judgment directs the meetings of the secured creditor and unsecured creditors of the Transferor Company to be held at a specified location and time. Chairpersons are appointed for these meetings, and their remuneration is fixed. The quorum for the meetings, provisions for voting by proxy, and determination of the value of creditors are outlined. The applicants are responsible for bearing the expenses related to the meetings.

4. The procedure for conducting the meetings includes advertising notices in specified newspapers, serving notices to creditors, and submission of reports by the Chairpersons within seven days of the meetings. The detailed instructions ensure transparency and compliance with legal requirements in the conduct of the meetings.

5. The judgment concludes by disposing of the application in accordance with the directions provided for conducting the meetings of secured and unsecured creditors. The comprehensive guidelines aim to facilitate the examination and approval of the proposed scheme in a structured and lawful manner.