2021 (3) TMI 389 - Tri - Companies Law

Sanction of Scheme of Arrangement - Section 230 to 232 of the Companies Act, 2013 - HELD THAT - Various directions regarding holding and convening of various meetings issued - various directions regarding issuance of various notices, in connection to the meetings to be served, also issued. Application disposed off.

Summary

Issues:
1. Sanctioning of Scheme of Arrangement transferring Manufacturing Division - Ranipet of Nezone Tubes Limited to Nezone Tubes (TN) Limited under Sections 230 to 232 of the Companies Act, 2013.

Analysis:
The judgment deals with a Joint Petition seeking approval for the Scheme of Arrangement transferring the Manufacturing Division - Ranipet of Nezone Tubes Limited to Nezone Tubes (TN) Limited under Sections 230 to 232 of the Companies Act, 2013. The purpose of the petition is to obtain the Tribunal's sanction for the scheme with the appointed date being 01st April, 2019. The terms and conditions of the arrangement are fully detailed in the annexed Scheme of Arrangement (ANNEXURE-A). The Tribunal had previously dispensed with the need for separate meetings of Equity Shareholders of the Resulting Company due to consents provided in affidavit form. Separate meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors of the Demerged Company were to be convened, with specific details provided for each meeting. The Chairperson for the meetings was appointed by the Tribunal, and quorum requirements were outlined, along with the timeline for filing the Petition for confirmation and sanctioning of the Scheme.

Further, the meeting directed by the Tribunal was conducted under the Chairperson's supervision, who subsequently submitted the required report. The petitioner companies complied with the Tribunal's directions by filing an affidavit evidencing service of notice upon Regulatory Authorities. Following due compliance, the instant petition was made before the Tribunal seeking final sanction for the proposed Scheme of Amalgamation. The Tribunal heard the Counsel for the petitioners, examined the documents, and directed for notices to be served as per the requirements of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 on various authorities. The notice specified the filing of representations within a specified timeline and outlined the publication requirements for the hearing of the petition.

Lastly, the petitioner companies were directed to file an affidavit regarding the service and publication of notices, and the Company petition was fixed for a hearing on a specific date. The judgment concluded by mentioning the issuance of a certified copy of the order upon compliance with all formalities.