2019 (3) TMI 1831 - Tri - Companies Law

Approval of Composite Scheme of Arrangement - sections 230 to 232 of the Companies Act, 2013 - HELD THAT - Directions regarding convening and holding of various meetings were issued - Directions regarding issuance of various notices also issued - application disposed off.

Issues Involved:
1. Composite Scheme of Arrangement under sections 230 to 232 of the Companies Act, 2013.
2. Demerger of Delta Infosolutions Private Limited into Datamatics Infotech Services Private Limited.
3. Amalgamation of the residual Delta Infosolutions Private Limited into Datamatics Global Services Limited.
4. Approval from shareholders and regulatory authorities.
5. Notice and meeting requirements for shareholders.
6. Compliance with statutory requirements and reporting.

Detailed Analysis:

1. Composite Scheme of Arrangement:
The judgment addresses a Composite Scheme of Arrangement between Delta Infosolutions Private Limited, Datamatics Infotech Services Private Limited, and Datamatics Global Services Limited under sections 230 to 232 of the Companies Act, 2013. The scheme is divided into two parts: Part II focuses on the demerger of Delta Infosolutions Private Limited into Datamatics Infotech Services Private Limited, and Part III deals with the amalgamation of the residual Delta Infosolutions Private Limited into Datamatics Global Services Limited.

2. Demerger of Delta Infosolutions Private Limited:
Part II of the Scheme provides for the demerger and vesting of the Demerged Undertaking of Delta Infosolutions Private Limited into Datamatics Infotech Services Private Limited on a going concern basis. The rationale includes allowing the Resulting Company to provide depth and focus for its growth and expansion by utilizing the liquid and marketable assets of the Demerged Undertaking and pooling financial resources for the expansion and growth of the Resulting Company.

3. Amalgamation of the Residual Delta Infosolutions Private Limited:
Part III of the Scheme provides for the amalgamation and vesting of the Residual Delta Infosolutions Private Limited into Datamatics Global Services Limited. The rationale includes simplifying the shareholding structure, demonstrating the promoter group's direct commitment, and maintaining the same percentage of shares in the Transferee Company pre and post-amalgamation. The scheme also includes provisions for indemnifying the Transferee Company against liabilities arising from the amalgamation.

4. Approval from Shareholders and Regulatory Authorities:
The Board of Directors of the Applicant Companies approved the Composite Scheme of Arrangement on 27th April 2018. Meetings of the Equity Shareholders of the Applicant Companies were directed to be convened for considering and approving the proposed Scheme. Notices were to be issued to concerned regulatory authorities, including the Income Tax Authority, Central Government, Registrar of Companies, Official Liquidator, and Securities and Exchange Board of India, with a direction to submit representations within thirty days.

5. Notice and Meeting Requirements for Shareholders:
The judgment outlines the requirements for issuing notices for the meetings of Equity Shareholders, including the format and content of the notices, the mode of delivery, and the timeline for sending them. It also specifies the quorum for the meetings, the appointment of Chairpersons for the meetings, and the procedures for proxy voting and representation by authorized representatives. Notices were to be published in newspapers with wide circulation.

6. Compliance with Statutory Requirements and Reporting:
The Applicant Companies undertook to issue notices as per the prescribed formats and rules, including Form No. CAA.2 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Chairperson appointed for the meetings was directed to report the results to the Tribunal within thirty days, verified by an affidavit. Notices were also to be served to secured and unsecured creditors of the Third Applicant Company with outstanding balances above ?1,00,000.

The judgment comprehensively addresses the procedural and regulatory requirements for the Composite Scheme of Arrangement, ensuring compliance with statutory provisions and facilitating the approval process by the shareholders and regulatory authorities.

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