2017 (10) TMI 1373 - Tri - Companies Law

Scheme of Arrangement by way of Demerger - Held that - From the certificate of incorporation filed, it is evident that Applicant No. 1/Demerged Company was incorporated under the provisions of Companies Act, 1956 on 12th May, 2003 with the name of Landmark Infonet Private Limited. The Authorized Share Capital is ₹ 21,00,00,000/- divided into 2,10,00,000 equity shares of ₹ 10/- each. The Issued, Subscribed and Paid-Up Share Capital of the Transferor Company is ₹ 21,00,00,000/- divided into 2,10,00,000 equity shares of ₹ 10/- each. From the certificate of incorporation filed, it is evident that the Applicant No. II/Resulting Company-I is incorporated under the provisions of Companies Act, 2013 on 16th September, 2016 under the name and style of Landmark Technonet Private limited. The Authorised Share Capital of the Applicant No. II/Resulting Company-I is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. The Issued, Subscribed and Paid-up Share Capital is ₹ 1,00,000 divided into 10,000 equity shares of ₹ 10/- each. From the certificate of incorporation filed, it is evident that the Applicant No. III/Resulting Company-II is incorporated under the provisions of Companies Act 2013 on 1st December, 2016 under the name and style of Innovatech Media Network Private limited. The Authorised Share Capital of the Applicant No. III/Resulting Company-II is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. The Issued, Subscribed and Paid-up Share Capital is ₹ 1,00,000 divided into 10,000 equity shares of ₹ 10/- each. The applicant companies have filed their respective Memorandum and Articles of Association inter alia delineating their object clauses. The applicant II and III have filed their last available audited financial statements for the year ended 31.03.2017 whereas Applicant No. 1 has filed for the period ended 31st March, 2016 along with the provisional statements for the period ended 31st March, 2017. The appointed date as specified in the Scheme is 01.04.2017 subject to the directions of this Tribunal.The Board of Directors of the Applicant companies vide separate meetings held on 15th May, 2017 have unanimously approved the proposed Scheme of Arrangement as contemplated above and copies of resolutions passed thereat have been placed on record by the companies. All the companies have submitted that no investigation proceedings are pending against them under Sections 210 or any other applicable provisions of the Companies Act, 2013. Taking into consideration the application filed jointly by the Applicant companies and the documents filed therewith, we propose to issue the following directions with respect to calling, convening and holding of the meetings of the shareholders, secured and Unsecured Creditors or dispensing with the same as well as issue of notices

Summary

Issues Involved:
1. Dispensation of meetings for equity shareholders and creditors.
2. Directions for convening meetings of secured creditors.
3. Issuance and publication of notices for meetings.
4. Compliance with statutory requirements and procedural rules.

Detailed Analysis:

1. Dispensation of Meetings for Equity Shareholders and Creditors:
The applicants sought to dispense with the requirement of convening, holding, and conducting meetings of the equity shareholders and unsecured creditors of the Applicant Companies, as per sections 230(1) and 232(1) of the Companies Act, 2013. It was represented that all equity shareholders of the Demerged Company and Resulting Companies had given their consents via affidavits. Specifically, the Demerged Company had 10 equity shareholders and 55 unsecured creditors, of which 26 unsecured creditors, constituting 92.11% of the total debt, had consented. The Resulting Companies had no secured or unsecured creditors. Therefore, the necessity of convening and holding meetings for equity shareholders and unsecured creditors was dispensed with.

2. Directions for Convening Meetings of Secured Creditors:
The Demerged Company had 6 secured creditors and sought directions for convening a meeting of these creditors. The Tribunal directed that the meeting of the secured creditors be held on November 24, 2017, at 11:00 AM, with a quorum of 6 in number or 100% in value. The necessity of convening meetings for secured creditors of the Resulting Companies was not applicable as there were no secured creditors.

3. Issuance and Publication of Notices for Meetings:
The Tribunal issued directions for the publication of notices in Business Standard (English, Delhi Edition) and Jansatta (Hindi, Delhi Edition) at least 30 days before the meeting. Individual notices were to be sent through registered post, speed post, courier, or email, including the Scheme of Arrangement, an explanatory statement, and a proxy form. The Chairperson and Alternate Chairperson were appointed to oversee the meetings and report the results within two weeks.

4. Compliance with Statutory Requirements and Procedural Rules:
The applicants were required to comply with the provisions of the Companies Act, 2013, and the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016. Notices were to be sent to the Central Government, Income Tax Authorities, Regional Director, Registrar of Companies NCT Delhi & Haryana, Ministry of Information and Technology, and Real Estate Regulatory Authority (RERA). The applicants were also directed to provide copies of the Scheme free of charge upon request and furnish an affidavit of service of notice and publication of advertisement at least a week before the proposed meetings.

Conclusion:
The application was allowed on the terms specified, with detailed directions for the dispensation of meetings, convening of secured creditors' meetings, issuance, and publication of notices, and compliance with statutory requirements. The Tribunal ensured that all procedural and legal requirements were strictly adhered to by the applicants.