2021 (9) TMI 274 - Tri - Companies Law

Sanction of Scheme of Arrangement - Section 230(1) read with Section 232(1) of the Companies Act, 2013 - HELD THAT - Various directions with regard to holding, convening and dispensing of various meetings issued - directions with regard to issuance of notices also issued. The scheme is approved - application allowed.

Summary

Issues:
Application under Section 230(1) read with Section 232(1) of the Companies Act, 2013 for orders and directions regarding the Scheme of Arrangement involving multiple companies.

Analysis:
The application pertains to the Scheme of Arrangement between the Transferor Company and the Transferee Company, aiming for amalgamation from the Appointed Date. The Scheme does not impact the rights of the Creditors of the companies involved and ensures a positive net worth post-amalgamation. The equity shares of the companies are not listed on any stock exchange. The Board of Directors approved the Scheme, and the accounting treatment aligns with Indian Accounting Standards. A Valuation Report recommending the fair equity share exchange ratio is provided.

The application seeks directions for convening meetings of Secured/Unsecured Creditors to consider the Scheme. Equity shareholders' meetings are dispensed with as consents have been obtained. Specific dates and times for the creditor meetings are set, along with requirements for notice publication and dissemination. The Chairperson and Scrutinizer for the meetings are appointed, with provisions for virtual attendance and voting mechanisms.

The cut-off date for determining voting eligibility and value is specified. Remote e-voting and e-voting at meetings are allowed, subject to proper authorization. The Scrutinizer consolidates votes and submits reports to the Chairperson, who declares the results. A majority representing three-fourths in value is required for passing the Scheme resolution. The Chairperson must report the meeting results to the Tribunal in a specified format.

Notices under Section 230(5) of the Companies Act, 2013 are to be served on relevant authorities. The Applicant must file an affidavit proving compliance with all directions before the meeting dates. The application is disposed of, and a certified true copy of the Order may be issued upon fulfillment of formalities.