2021 (10) TMI 715 - Tri - Companies Law

Sanction of Scheme of Arrangement - Sections 230 to 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016 - HELD THAT - Various directions with regard to holding convening and dispensing with various meetings issued - directions with regard to issuance of various notices also issued. The scheme is approved - application allowed.

Summary

Issues:
Dispensing with meetings of shareholders and creditors for proposed Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013.

Analysis:
1. Background and Jurisdiction:
The application was jointly filed by the Applicant Companies seeking orders under relevant sections of the Companies Act, 2013 for dispensing with meetings of shareholders and creditors in connection with the proposed Scheme of Arrangement. The companies' registered offices are in New Delhi, falling under the jurisdiction of the Bench.

2. Demerged Company Details:
M/s. RAS Life Sciences Private Limited, the Demerged Company, was incorporated in 2008. The company's history of office location shifts was detailed, highlighting its current structure and operations as per the Memorandum of Association.

3. Demerged Company's Financials and Creditors:
The Demerged Company has two Equity Shareholders and twenty-four unsecured creditors. The consent affidavits of shareholders and creditors were presented, fulfilling the necessary criteria under Section 230(9) of the Act, allowing for dispensation of meetings.

4. Resulting Company Details:
M/s. Biomerieux India Private Limited, the Resulting Company, was incorporated in 1998, with detailed information on its share capital and operations as per the Memorandum of Association.

5. Resulting Company's Shareholders and Creditors:
The Resulting Company has two Equity Shareholders and forty-three unsecured creditors. The secured creditor and unsecured creditors' consent affidavits were provided, meeting the requirements for dispensing with meetings.

6. Board Approval and Financial Documents:
Board resolutions of both companies approving the Scheme, along with financial statements and compliance with accounting standards, were submitted, ensuring transparency and legality.

7. Directions and Decision:
After reviewing the application and documents, the Tribunal issued directions for dispensing with meetings of shareholders and creditors for both companies, as all necessary consents and approvals were obtained, leading to the allowance of the joint application.

This detailed analysis covers the key aspects of the judgment, including company details, financials, creditor consents, compliance, and the final decision of the Tribunal to dispense with the meetings as requested by the Applicant Companies.