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2021 (5) TMI 135 - Tri - Companies LawSanction of the proposed Scheme of Demerger and Arrangement - Section 230 to 232 read with Section 66 of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 - HELD THAT - Considering the entire facts and circumstances of the case and on perusal of the Scheme, reports of the Regional Director and reply/undertakings of the Petitioner Companies thereon and the documents produced on record, the Scheme of Demerger and Arrangement appears to be fair and reasonable and is not contrary to public policy and does not appear to be violative of any provisions of law. All the statutory compliances have been made under Section 230 to 232 of the Companies Act, 2013. The Revised Scheme of Demerger and Arrangement (which is enclosed at Page No. 17 to 42 to the Reply affidavit dated 12.03.2021) is hereby sanctioned and it is declared that the same shall be binding on the Petitioner Companies and their respective Shareholders and Creditors, Employees and all concerned under the Scheme - Application allowed.
Issues Involved:
1. Jurisdiction of the Tribunal. 2. Details and objectives of the Demerged and Resulting Companies. 3. Dispensation of convening meetings of stakeholders. 4. Sanction of the Scheme with an appointed date. 5. Compliance with statutory requirements and observations by the Regional Director. 6. Preservation of books and records. 7. Statutory compliance and filing requirements. 8. Approval and effectiveness of the Scheme. 9. Compliance with undertakings and statutory provisions. Issue-wise Detailed Analysis: 1. Jurisdiction of the Tribunal: The Tribunal confirmed its jurisdiction over the matter as the registered offices of the Petitioner Companies are situated in the State of Telangana. 2. Details and Objectives of the Demerged and Resulting Companies: The Demerged Company has an authorized share capital of ?4,00,00,000/- and is engaged in green energy and infrastructure projects, particularly solar power plants. The Resulting Company has an authorized share capital of ?7,00,00,000/- and focuses on solar energy technologies and power station management. 3. Dispensation of Convening Meetings of Stakeholders: The Tribunal dispensed with convening meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors of both Petitioner Companies as per its order dated 07.09.2020. 4. Sanction of the Scheme with an Appointed Date: The Petitioner Companies sought the sanction of the Scheme with an appointed date of 01.04.2019, later revised to 01.04.2020 to conform with the Ministry's circular dated 21.08.2019. 5. Compliance with Statutory Requirements and Observations by the Regional Director: The Regional Director (South East Region) raised several observations, including: - Preservation of books and records. - Ensuring statutory compliance. - Filing of order confirmation in Form No. INC-28. - Addressing the violation of Section 12(3) of the Companies Act, 2013. - Furnishing pre-demerger and post-demerger details of assets, liabilities, and employees. - Compliance with Section 82(1) regarding charges. - Clarification on approvals from the Ministry of Power. The Petitioner Companies provided satisfactory replies and undertakings to these observations. 6. Preservation of Books and Records: The Petitioner Companies undertook to preserve their books of accounts, papers, and records and not to dispose of them without prior permission from the Central Government as per Section 239 of the Companies Act, 2013. 7. Statutory Compliance and Filing Requirements: The Petitioner Companies confirmed compliance with Rule 17(2) of the Companies (Compromise, Arrangement, and Amalgamation) Rules, 2013, and filed the necessary forms and documents with the Registrar of Companies and other authorities. 8. Approval and Effectiveness of the Scheme: The Tribunal found the Scheme to be fair, reasonable, and compliant with Sections 230 to 232 of the Companies Act, 2013. The Scheme was sanctioned, effective from 01.04.2020, and operational upon filing the orders with the Registrar of Companies. 9. Compliance with Undertakings and Statutory Provisions: The Tribunal directed the Petitioner Companies to: - Preserve books and records. - Ensure compliance with statutory provisions and undertakings. - File the Scheme with the Registrar of Companies within 30 days. - Publish newspaper notices regarding the approval of the Scheme. - Take all necessary statutory steps following the approved Scheme. Conclusion: The Scheme of Demerger and Arrangement was sanctioned, binding on the Petitioner Companies, their shareholders, creditors, and employees. The Company Petition CP (CAA) No. 382/230/HDB/2020 was disposed of with specific directions for compliance and implementation.
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