2021 (7) TMI 498 - Tri - Companies Law

Sanction of Scheme of Arrangement (Demerger) - Section 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Various directions regarding holding and convening of various meetings issued - direstions regarding issuance of notices for above meetings, also issued. The scheme is sanctioned - application allowed.

Summary

Issues:
Company Application under Sections 230 to 232 of the Companies Act, 2013 for a Scheme of Arrangement (Demerger) involving two companies - M/s. Servion T Global Solutions Limited (Demerged Company) and M/s. ACQ Technologies Private Limited (Resulting Company).

Analysis:

1. Relief Sought by Applicant Companies:
The Applicant Companies sought various reliefs, including dispensing with the meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors of both the Demerged and Resulting Companies, along with ordering notices to statutory authorities as per legal provisions.

2. Details of Demerged Company (M/s. Servion T Global Solutions Limited):
- Public Limited Company incorporated in 1991.
- Engaged in providing customer interaction management solutions.
- 13 Equity Shareholders, all supporting the Scheme.
- 1 Secured Creditor and 49 Unsecured Creditors, with consent from a majority of unsecured creditors at 92.42%.

3. Details of Resulting Company (M/s. ACQ Technologies Private Limited):
- Private Limited Company incorporated in 2020.
- Engaged in IT/ITES services.
- 2 Equity Shareholders, both supporting the Scheme.
- No Secured Creditors and 1 Unsecured Creditor, who consents to the Scheme.

4. Approval and Compliance:
- Board of Directors of both companies approved the Scheme.
- Audited Financial Statements submitted.
- Scheme examined by Statutory Auditors for compliance with Accounting Standards.

5. Tribunal Directions:
- Dispensing with the need for meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors for both companies based on representations made.
- Issuing notices to relevant authorities and regulators.
- Directing publication of notices in newspapers and on company websites.
- Setting a deadline for presenting the Petition(s).

6. Disposal of Company Application:
The Tribunal disposed of the Company Application and set a deadline for presenting the Petition(s) related to the Scheme of Arrangement by the companies.

This judgment by the National Company Law Tribunal, Chennai Bench, provides a detailed analysis of the Scheme of Arrangement (Demerger) between M/s. Servion T Global Solutions Limited and M/s. ACQ Technologies Private Limited. The Tribunal considered the representations made by the Applicant Companies, approved the Scheme, and issued specific directions for compliance with legal requirements and notifications to concerned authorities. The judgment ensures transparency and adherence to statutory provisions in the process of corporate restructuring and demerger activities.