2019 (10) TMI 1309 - Tri - Companies Law

Directions for convening/ dispensing with the respective meetings of shareholders, secured creditors and unsecured creditors of the applicant companies - proposed Scheme of Arrangement by way of demerger - HELD THAT - Certain meetings dispensed and certain are ordered to be held. Application allowed.

Summary

Issues:
Application under Sections 230 to 232 of the Companies Act, 2013 for Scheme of Arrangement by way of demerger, convening/dispensing with meetings of shareholders, secured creditors, and unsecured creditors, jurisdiction of the Bench, details of the Demerged Company and Resulting Company, consent affidavits, approval of the proposed Scheme, compliance with legal requirements, appointment of Chairperson, Alternate Chairperson, and Scrutinizer, quorum for meetings, publication of advertisement, voting procedures, notice to relevant authorities, compliance with applicable laws.

Detailed Analysis:

1. Application under Sections 230 to 232 of the Companies Act, 2013 for Scheme of Arrangement by way of demerger:
The joint application was filed under Sections 230 to 232 of the Companies Act, 2013 for seeking directions related to the proposed Scheme of Arrangement by way of demerger between the two applicant companies. The application was made in accordance with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016.

2. Convening/dispensing with meetings of shareholders, secured creditors, and unsecured creditors:
The application sought appropriate directions for convening or dispensing with the meetings of shareholders, secured creditors, and unsecured creditors of the applicant companies as required by the Scheme of Arrangement. Specific details regarding the number of shareholders, creditors, and their respective consents were provided in the application.

3. Jurisdiction of the Bench:
It was represented that the registered offices of both applicant companies were situated in New Delhi, thus falling within the jurisdiction of the Bench where the application was filed.

4. Details of the Demerged Company and Resulting Company:
Comprehensive details regarding the Demerged Company and Resulting Company were provided, including their authorized share capital, shareholders, creditors, and registered offices. The application included information about the shareholders and creditors of each company, along with their respective consents to the proposed Scheme.

5. Consent affidavits and approval of the proposed Scheme:
The application included consent affidavits from relevant shareholders and creditors of both the Demerged Company and Resulting Company in favor of the Scheme. It was highlighted that the proposed Scheme had been approved by the board of directors of both applicant companies in their respective meetings.

6. Compliance with legal requirements:
The application confirmed that the proposed demerger was sought to be made under the provisions of Sections 230 to 232 of the Companies Act, 2013. It was also stated that no investigation proceedings were pending against any of the Applicant Companies under specific sections of the Companies Act.

7. Appointment of Chairperson, Alternate Chairperson, and Scrutinizer:
Specific individuals were appointed as the Chairperson, Alternate Chairperson, and Scrutinizer for the meetings of shareholders and creditors as directed in the application. Their roles and responsibilities were outlined for ensuring the proper conduct of the meetings.

8. Publication of advertisement, voting procedures, and notice to relevant authorities:
Various directions were issued regarding the publication of advertisements, voting procedures, and sending notices to relevant authorities, including the Central Government, Income Tax Authorities, SEBI, stock exchanges, and other regulatory bodies as required by the Companies Act, 2013.

9. Compliance with applicable laws and directions:
The application concluded with detailed directions to be strictly complied with by the Demerged Company in accordance with the applicable laws, including the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016, and the provisions of the Companies Act, 2013. The order was served to the parties involved, and compliance with the specified directions was mandated.