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2021 (8) TMI 337 - Tri - Companies LawSeeking sanction of Scheme of Arrangement - Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 - HELD THAT - From the material on record, the Scheme of Arrangement appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition filed by the Petitioner Companies is made absolute in terms of prayer clauses of the Company Scheme Petition. The Scheme of Arrangement is hereby sanctioned and declared the same to be binding on the First Petitioner Company and the Second Petitioner Company and their respective Shareholders - Application allowed.
Issues Involved:
1. Compliance with Sections 230 to 232 of the Companies Act, 2013. 2. Approval of the Scheme of Arrangement by the Petitioner Companies. 3. Observations and compliance with the Regional Director's Report. 4. Statutory and procedural compliance by the Petitioner Companies. 5. Sanction and binding nature of the Scheme of Arrangement. Issue-Wise Detailed Analysis: 1. Compliance with Sections 230 to 232 of the Companies Act, 2013: The Tribunal's sanction was sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 for the Scheme of Arrangement between the Demerged Company and the Resulting Company. The joint Company Petition was filed in accordance with these sections and in compliance with the Tribunal's directions. 2. Approval of the Scheme of Arrangement by the Petitioner Companies: The Petitioner Companies approved the Scheme of Arrangement through Board Resolutions dated January 14, 2020. Meetings of the equity shareholders were convened on May 14, 2020, via video conferencing, as directed by the Tribunal. The Scheme was unanimously approved by the equity shareholders without modifications, and compliance reports were filed by the appointed Chairman. 3. Observations and compliance with the Regional Director's Report: The Regional Director's Report dated July 27, 2020, contained several observations: - Compliance with AS-14 (IND AS-103) and other applicable Accounting Standards. - Clarification on the "Appointed Date" and "Effective Date" as per Section 232(6) of the Companies Act, 2013. - Confirmation that the Scheme was approved by the requisite majority of members and creditors. - Assurance that there were no discrepancies in the Scheme documents. - Notices served to concerned authorities under Section 230(5). - Compliance with the fee provisions under Section 232(3)(i) for the increase in authorized share capital of the Resulting Company. The Petitioner Companies provided clarifications and undertakings through affidavits dated July 30, 2020, addressing each point raised by the Regional Director. 4. Statutory and procedural compliance by the Petitioner Companies: The Petitioner Companies complied with all statutory requirements as per the Companies Act, 2013, and filed necessary compliance reports with the Tribunal. They undertook to continue complying with any further statutory requirements. 5. Sanction and binding nature of the Scheme of Arrangement: The Tribunal found the Scheme of Arrangement to be fair, reasonable, and not violative of any law or public policy. Consequently, the Company Scheme Petition was made absolute, and the Scheme of Arrangement was sanctioned and declared binding on the Petitioner Companies and their respective shareholders. Order: - The Scheme of Arrangement was sanctioned and declared binding on the Petitioner Companies and their shareholders. - The appointed date of the Scheme was fixed as April 1, 2019. - The Petitioner Companies were directed to file a certified copy of the Order and the Scheme with the Registrar of Companies electronically within 30 days. - The Petitioner Companies were to lodge a copy of the Order and the Scheme with the Superintendent of Stamps within 60 days for stamp duty adjudication. - All concerned authorities were directed to act on the certified copy of the Order and the Scheme.
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