2020 (9) TMI 475 - Tri - Companies Law

Sanction of Scheme of Arrangement - Sections 230 to 232 of Companies Act - HELD THAT - From the material on record, the Scheme appears to be fair and reasonable and does not violate any provisions of law and is not contrary to public policy. Since all requisite statutory compliances have been complied with, consolidated Company Petition in CP (CAA) No.936/MB.V/2020 is made absolute in terms of prayer clause - The Scheme is hereby sanctioned and the Appointed Date is fixed as 31st March, 2019. The Petitioner Companies are directed to lodge a certified copy of this Order alongwith a copy of Scheme of Arrangement with the concerned Registrar of Companies, electronically inform INC-28, as per the relevant provisions of the Companies Act, 2013, within 30 days from the date of issue of the order by the Registry, duly certified by the Deputy/Assistant Registrar of this Tribunal - The Petitioner Companies to lodge a copy of this Order, duly certified by the Deputy/ Assistant Registrar of this Tribunal, along with a copy of the Scheme, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable within 60 days from the date of receipt of copy of the Order.

Summary

Issues:
Approval of Scheme of Arrangement under Sections 230 to 232 of Companies Act, 2013.

Analysis:
1. The Tribunal heard the counsel for the Petitioner Companies and noted no objections were raised against the Scheme of Arrangement involving three companies and their respective shareholders.

2. The Scheme sought sanction under Sections 230 to 232 of the Companies Act, 2013, for the demerger and restructuring of the companies involved, aiming to enhance operational efficiency, management focus, and shareholder value.

3. Each Petitioner Company had approved the Scheme through Board Resolutions, with an Appointed Date of 31st March, 2019, and specific business activities for each company were outlined.

4. Compliance with all requirements and directives of the Tribunal, along with necessary accounting entries and adherence to Accounting Standards, was confirmed by the Petitioner Companies.

5. The Regional Director's Report highlighted various aspects, including the appointed date, compliance with Accounting Standards, shareholder approvals, and notice requirements to concerned authorities.

6. The Petitioner Companies addressed each observation of the Regional Director, confirming compliance with shareholder meetings, creditor notifications, and necessary accounting and legal procedures.

7. The Tribunal found the Scheme fair, reasonable, compliant with the law, and not against public policy, leading to the sanctioning of the Scheme with the Appointed Date set as 31st March, 2019.

8. Directions were given for filing the Order with the Registrar of Companies, informing electronically, and adjudicating stamp duty within specified timelines, ensuring compliance with statutory obligations.

9. Regulatory authorities were instructed to act on the certified Order, and interested parties were granted liberty to seek further directions if required, concluding the judgment with the pronouncement in open court.