2021 (1) TMI 1146 - Tri - Companies Law

Scheme of Arrangement - seeking to convene the meeting the of Equity Shareholders of the Demerged and Resulting Companies and to convene the meeting of the Unsecured Creditors of the Demerged Company etc. - Sections 230 to 232 of the Companies Act, 2013, R/w Companies (Compromises, Arrangements and Arrangements) Rules, 2016 - HELD THAT - Various directions with regard to holding, convening and dispensation of various meetings issued - directions with regard to issuance of notices also issued. The scheme is approved - application allowed.

Summary

Issues:
1. Application filed under Sections 230 to 232 of the Companies Act, 2013 for convening meetings of Equity Shareholders and Unsecured Creditors.
2. Approval sought for the proposed Scheme of Arrangement for Demerged and Resulting Companies.
3. Compliance with Companies Act, 2013 and Rules made thereunder.
4. Appointment of Chairperson and Scrutinizer for the meetings.
5. Directions for convening meetings and filing necessary reports.

Analysis:

Issue 1:
The application was filed by M/s IBM India Private Limited and M/s Grand Ocean Managed Infrastructure Services Private Limited seeking to convene meetings of Equity Shareholders and Unsecured Creditors under Sections 230 to 232 of the Companies Act, 2013. The purpose was to discuss the proposed Scheme of Arrangement for the Demerged and Resulting Companies.

Issue 2:
The application detailed the background of the Applicant Companies, their share capital structure, and the main objects of their businesses. Certificates were issued by Chartered Accountants confirming the shareholders and creditors of the companies. The Scheme aimed at separating the managed infrastructure services unit into a new public company to enhance strategic focus and drive client and shareholder value.

Issue 3:
The Tribunal, after hearing the arguments of the Counsel for the Applicant Companies, found that all provisions of the Companies Act were followed in framing the Scheme. The Board of Directors approved the Scheme, and the Statutory Auditors certified compliance with accounting standards. All material facts were disclosed, and necessary documents were filed along with the application.

Issue 4:
The Tribunal directed the convening of meetings for Equity Shareholders and Unsecured Creditors of the Applicant Companies. Specific details were provided for the venue, time, appointment of Chairperson and Scrutinizer, quorum requirements, and publication of meeting notices in designated newspapers. Remuneration for the Chairperson and Scrutinizer was also specified.

Issue 5:
The Tribunal disposed of the application with detailed directions for convening the meetings and filing reports within specified timelines. The Applicant Companies were granted two weeks to file a Company petition seeking sanction of the Scheme, subject to statutory compliances. Any aggrieved party was allowed to approach the Tribunal through filing Interim Applications for appropriate directions.

In conclusion, the Tribunal's judgment addressed the legal requirements for convening meetings, ensuring compliance with the Companies Act, and providing detailed instructions for the approval process of the proposed Scheme of Arrangement for the Applicant Companies.