2021 (8) TMI 234 - Tri - Companies Law

Sanction of scheme of arrangement - Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Various directions regarding holding and convening of various meetings issued - directions regarding issuance of SCN also issued. Application allowed.

Summary

Issues:
Application under Sections 230 to 232 of the Companies Act, 2013 for Scheme of Arrangement by way of demerger involving multiple companies.

Analysis:
The judgment pertains to an application filed under Sections 230 to 232 of the Companies Act, 2013, for a Scheme of Arrangement by way of demerger involving three applicant companies. The Scheme aims to demerge Six Sigma Soft Ware Private Limited, KMG Infotech Private Limited, and Key Management Technologies Private Limited. The application is supported by an affidavit filed by authorized representatives of the applicant companies. The Scheme does not involve corporate debt restructuring as per Section 230(2) of the Act. The application is deemed maintainable under Rule 3(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The registered offices of all applicant companies fall within the jurisdiction of the National Company Law Tribunal, New Delhi Bench, and the Registrar of Companies, NCT, New Delhi.

In detail, the judgment highlights the specifics of each applicant company's shareholding structure and creditor composition. Applicant Company No. 1 has 5 equity shareholders and nil secured creditors with 1 unsecured creditor. Applicant Company No. 2 has 15 equity shareholders, 1 secured creditor, and 10 unsecured creditors. Applicant Company No. 3 has 2 equity shareholders with no secured or unsecured creditors. The application seeks dispensation from convening meetings based on the consent obtained from shareholders and creditors. The resolutions approving the Scheme of Amalgamation were passed unanimously by the Board of Directors of all applicant companies.

The judgment provides directions for each applicant company regarding the dispensation of meetings. For Applicant Company No. 1, meetings of equity shareholders, secured creditors, and unsecured creditors are dispensed with due to the high percentage of consent obtained. Similar dispensations are granted for Applicant Company No. 2 and Applicant Company No. 3 based on the consent received from shareholders and creditors. The joint application is allowed by dispensing with the meetings of shareholders and creditors of all applicant companies. Furthermore, the applicants are directed to serve notices of the proposed Scheme on relevant authorities, including the Regional Director, Ministry of Corporate Affairs, and the Income Tax Department.

In conclusion, the judgment approves the Scheme of Arrangement by way of demerger involving the applicant companies and provides detailed directions for dispensing with shareholder and creditor meetings while ensuring compliance with regulatory notification requirements.