2017 (5) TMI 439 - Tri - Companies Law

Scheme of Arrangement of Aura Merchants Private Limited and Enargy Tie-Up Private Limited (the Transferor Companies) and Freshlight Biotech Private Ltd. (the Resulting Company) whereby Strategic Real Estate & Share Investment Division of Transferor Company no. 1 and Transferor Company no. 2 will stand transferred to and vest in the Transferee Company on the terms and conditions as fully stated in the said Scheme of Arrangement.

Summary

Issues Involved:
Application for Scheme of Arrangement under Companies Act, 2013 - Convening of Equity Shareholders' meetings - Dispensation of creditors' meeting - Notice requirements for meetings - Appointment of Chairperson for meetings - Voting by proxy - Reporting of meeting results to the Court

Detailed Analysis:

1. Application for Scheme of Arrangement: The application has been filed under Section 230 read with section 232 of the Companies Act, 2013 by the Applicant Companies, seeking approval for the proposed Scheme of Arrangement involving Transferor Companies and Resulting Company.

2. Convening of Equity Shareholders' Meetings: Separate meetings of Equity Shareholders of the applicant companies are directed to be convened and held for the purpose of considering and approving the proposed Scheme of Arrangement. The meetings are scheduled at a specific venue on different dates for each company.

3. Dispensation of Creditors' Meeting: The meeting of Unsecured creditors of the applicant companies is dispensed with as two of the applicant companies have no creditors, and the creditors of the third company have consented to the proposed scheme of arrangement.

4. Notice Requirements for Meetings: Detailed instructions are provided regarding the advertisement of the meetings in newspapers, sending notices to Equity Shareholders, and serving notices to relevant authorities and regulators as per the requirements of the Companies Act, 2013.

5. Appointment of Chairperson for Meetings: Miss Dipti Sen, Advocate, is appointed as the Chairperson for the Equity Shareholders' meetings, and her consolidated remuneration for conducting the meetings is fixed.

6. Voting by Proxy: Provision for voting by proxy is permitted, subject to the conditions that the prescribed form of proxy is duly signed and filed with the concerned Applicant Companies within the specified timeframe before the meetings.

7. Reporting of Meeting Results: The Chairpersons are required to report the results of the meetings to the Court within four weeks from the conclusion of the respective meetings in the prescribed format, verified by their respective affidavits.

In conclusion, the Tribunal's judgment addresses various procedural aspects related to the Scheme of Arrangement, ensuring compliance with legal requirements, convening of meetings, appointment of Chairperson, voting procedures, and reporting obligations. The detailed directions provided in the judgment aim to facilitate the smooth conduct of the approval process for the proposed Scheme of Arrangement under the Companies Act, 2013.