2020 (11) TMI 804 - Tri - Companies Law

Approval of Scheme of Arrangement by way of Demerger - section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Directions issued for convening of various meetings - directions regarding issuance of various notices issued. Application allowed.

Summary

Issues:
1. Application filed under section 230-232 of Companies Act, 2013 for Scheme of Arrangement by way of Demerger.
2. Approval of proposed Scheme of demerger by the Board of Directors of both applicant companies.
3. Dispensing with holding/convening of meetings for shareholders, secured creditors, and unsecured creditors.
4. Directions issued for calling, convening, and holding of meetings.
5. Notices to be served on relevant authorities.

Analysis:
1. The application was filed by two companies, referred to as the Demerged Company and Resulting Company, under sections 230-232 of the Companies Act, 2013, for a Scheme of Arrangement by way of Demerger. The application included details of the companies' incorporation, share capital, and board resolutions approving the scheme.

2. Both applicant companies had their Memoranda and Articles of Association filed along with their last Audited Annual Accounts for the year ended 31.03.2019. The Board of Directors of both companies unanimously approved the proposed Scheme of demerger.

3. Regarding the shareholders, secured creditor, and unsecured creditors of the companies, consents were obtained through affidavits, and it was sought to dispense with holding/convening of meetings. The percentages of consents obtained from shareholders and creditors were specified for each company.

4. Directions were issued for calling, convening, and holding of meetings or dispensing with the same based on the consents received. The order detailed specific instructions for each category, including Equity shareholders, Secured Creditors, and Unsecured Creditors of both Applicant Companies.

5. Notices of the application were directed to be served on various authorities, including the Regional Director, Ministry of Corporate Affairs, Registrar of Companies, Official Liquidator, and Income Tax Department. Specific details were required to be disclosed in the notices for proper filing of replies. The application was allowed on the specified terms, with a deadline set for filing the petition for approval of the scheme of arrangement.