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Issues involved: Application u/s 391 to 394 read with Sec. 100 to 103 of the Companies Act, 1956 for a Composite Scheme of Arrangement involving de-merger and transfer of Aviation Undertaking.
Issue 1: Approval of Scheme by Shareholders and Creditors The Applicant Demerged Company, a wholly owned subsidiary of Shreno Limited, sought approval for the scheme from Equity Shareholders, Preference Shareholder, and Unsecured Creditors. All relevant parties provided their consent through consent letters, which were submitted as Annex. 'D', 'E', and 'F'. Additionally, certificates from a Chartered Accountant confirming the status of the concerned parties and the receipt of consents were provided as Annex. 'G'. As there were no Secured Creditors, and all Unsecured Creditors approved the scheme, dispensation of meetings for Equity Shareholders, Preference Shareholders, and Unsecured Creditors was granted. Issue 2: Reduction of Equity Share Capital The proposed scheme included a consequential reduction of Equity share capital of the Applicant Company, which did not involve diminishing liability or payment to shareholders. The Court's order sanctioning the scheme would be considered an order u/s 102 of the Companies Act confirming the reduction. The written consents of Equity Shareholders would be treated as approval by Special Resolution as required u/s 100 of the Companies Act. Therefore, the prescribed procedures under Section 100 and 101(2) of the Companies Act, 1956, and rules 48 to 65 of the Companies (Court) Rules 1959 were dispensed with. Conclusion The application was disposed of by the Court after considering the submissions and approvals obtained from the relevant parties involved in the Composite Scheme of Arrangement.
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