2021 (2) TMI 309 - Tri - Companies Law

Approval of scheme of Amalgamation - section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 - HELD THAT - Various directions regarding holding and convening of various meetings issued - various directions regarding issuance of notice for the meetings also issued. Application disposed off.

Summary

Issues:
Application under sections 230 to 232 of the Companies Act, 2013 for dispensing with meetings of shareholders and creditors for considering a demerger and arrangement scheme.

Detailed Analysis:

1. Jurisdiction and Application: The joint company application was filed by two companies seeking an order to dispense with convening meetings of equity shareholders, secured, unsecured, and trade creditors for considering a demerger and arrangement scheme under sections 230 to 232 of the Companies Act, 2013.

2. Background of Companies: The demerged company is involved in green energy projects, while the resulting company focuses on the development and deployment of solar energy technologies. The demerger aims to segregate the investment undertaking from the engineering, procurement, and construction (EPC) undertaking to enhance shareholder value and mitigate risks.

3. Board Approval and Shareholder Consents: The board of directors of both companies approved the demerger scheme subject to shareholder and creditor approval. Shareholder consents were obtained through affidavits, and secured creditors provided No Objection Certificates (NOCs) for the proposed scheme.

4. Creditor Approvals: Secured creditors, including Indian Renewable Energy Development Agency Limited and ICICI Bank Limited, gave their consent for the demerger scheme. Unsecured creditors also provided their consent, and loans were repaid where applicable.

5. Dispensation of Meetings: All equity shareholders, secured creditors, and unsecured creditors of both the demerged and resulting companies consented to the proposed scheme, leading to the dispensation of meetings for these stakeholders.

6. Compliance and Public Notice: The companies were directed to send notices to relevant authorities and publish advertisements in specified newspapers regarding the dispensation of meetings. Compliance with legal requirements under the Act and Rules was emphasized.

7. Disposal of Application: The tribunal disposed of the company application, CA(CAA)No.86/230/HDB/2020, in accordance with the decisions and consents obtained from shareholders and creditors of the demerged and resulting companies.

This detailed analysis outlines the key aspects of the judgment, including the application process, company backgrounds, approvals obtained, dispensation of meetings, compliance requirements, and the final disposal of the application by the tribunal.