2021 (6) TMI 1014 - Tri - Companies Law

Approval of scheme of Arrangement - seeking orders and directions with regard to dispensation of various meetings - Section 230-232 of Companies Act - HELD THAT - Various directions regarding convening and holding of various meetings issued - various directions regarding issuance of various notices issued - the scheme is approved - application allowed.

Summary

Issues:
Application under Section 230(1) and 232(1) of the Companies Act, 2013 for dispensation of meetings and convening of secured creditors' meeting in connection with a Composite Scheme of Arrangement.

Analysis:
The application sought orders and directions under Sections 230(1) and 232(1) of the Companies Act, 2013 for dispensing with meetings of shareholders and unsecured creditors of certain applicants and convening a meeting of secured creditors of one of the applicants regarding a Composite Scheme of Arrangement. The Scheme involved the demerger of a company's Real Estate & Investment Undertaking into another company, along with the merger of the Remaining Business of two companies into a third company. The purpose was to obtain the Tribunal's sanction for the Scheme, including issuing equity shares to the shareholders of the involved companies.

The applicants had various classes of shareholders and creditors, with specific percentages of consent received for the Scheme from each class. The application requested dispensation of meetings for those who had already consented to the Scheme, and convening a meeting of secured creditors of one of the applicant companies. The Tribunal, after reviewing the submissions and documents, allowed the application and issued detailed orders for the conduct of the meetings.

The Tribunal ordered the dispensation of meetings for certain categories of stakeholders and set a specific date and time for the meeting of secured creditors. The mode of the meeting was specified to be virtual, in accordance with the Ministry of Corporate Affairs Circulars. Detailed instructions were provided regarding the advertisement, individual notices, appointment of Chairperson and Scrutinizer, quorum, voting procedures, cut-off date for eligibility to vote, and reporting requirements post-meeting.

Specific provisions were made for voting modes, authorization, scrutiny of votes, determination of creditor values, passing of the resolution, reporting to the Tribunal, and service of notices to relevant authorities. The applicants were directed to file an affidavit proving compliance with all directions before the scheduled meeting date. The Tribunal disposed of the application accordingly, referencing the case number for future reference and procedural clarity.