2022 (4) TMI 1369 - Tri - Companies Law

Sanction of Scheme of Arrangement - Section 230(1) read with Sections 232(1) of the Companies Act, 2013 - 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.

Issues Involved:
1. Dispensation of meetings of shareholders and creditors.
2. Justification and benefits of the Scheme of Arrangement.
3. Consent from shareholders and creditors.
4. Service of notices to statutory authorities.
5. Filing of confirmation petition.

Detailed Analysis:

1. Dispensation of Meetings of Shareholders and Creditors:
The Tribunal addressed the request to dispense with the meetings of shareholders and creditors of the Applicant Companies under Section 230(1) read with Sections 232(1) of the Companies Act, 2013. The Tribunal allowed the dispensation based on the consents obtained from all shareholders and the majority of creditors.

2. Justification and Benefits of the Scheme of Arrangement:
The Scheme of Arrangement proposed to demerge the Demerged Undertaking from the Demerged Company to the Resulting Company. The justification and benefits highlighted include:
- The Demerged Company is part of The Chatterjee Group (TCG) with a strong track record in various sectors.
- The Demerged Company has been a leading producer of Purified Terephthalic Acid (PTA) in India.
- The acquisition of Garden Silk Mills Private Limited aimed to consolidate the polyester value chain.
- The Demerged Company evaluated prospects in logistics, food technology, and other sectors, necessitating a restructuring for better management control and business agility.
- The Resulting Company plans to expand into outbound logistics, cold chain storage, electric vehicle industry, and plant-based protein business.
- The restructuring plan is backed by a significant investment and a viable financial projection.
- The demerger will create two focused entities, allowing each to pursue growth opportunities more effectively.

3. Consent from Shareholders and Creditors:
The Tribunal noted that:
- All shareholders (100%) of the Applicant Companies approved the Scheme by affidavits.
- The Applicant Company No. 1 obtained consents from 99.99% in value of its secured creditors.
- The Applicant Company No. 2 obtained consents from 100% in value of its unsecured creditors.
- There are no unsecured creditors for Applicant Company No. 1 and no secured creditors for Applicant Company No. 2.

4. Service of Notices to Statutory Authorities:
The Tribunal ordered that notices under Section 230(5) of the Companies Act, 2013, along with accompanying documents, be served on the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata; Registrar of Companies, Kolkata; and the Income Tax Department. The notices should be sent by hand delivery, courier, speed post, and email within two weeks from the date of the order. Authorities are to file representations within 30 days, failing which it will be presumed they have no objections.

5. Filing of Confirmation Petition:
The Applicant Companies were directed to file their confirmation petition for the sanction of the Scheme under Section 230(6) read with Sections 232(3) of the Companies Act, 2013, within four weeks from receiving the order.

Conclusion:
The Tribunal allowed the application, dispensing with the meetings of shareholders and creditors due to the consents obtained. It directed the Applicant Companies to serve notices to statutory authorities and file a confirmation petition within the stipulated time. The order was signed on April 21, 2022.

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