2021 (12) TMI 1241 - Tri - Companies Law

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

Issues Involved:

1. Dispensation of Meetings for Shareholders and Creditors.
2. Jurisdiction of the Tribunal.
3. Rationale and Benefits of the Scheme of Arrangement.
4. Compliance with Legal and Regulatory Requirements.
5. Appointment of Chairperson, Alternate Chairperson, and Scrutinizer for Meetings.

Detailed Analysis:

1. Dispensation of Meetings for Shareholders and Creditors:

The Applicant Companies sought to dispense with the meetings of shareholders and unsecured creditors for the Transferor and Resulting Companies, and to call for meetings of secured creditors of the Transferor and Transferee Companies, and unsecured creditors of the Transferee Company. The Tribunal acknowledged the receipt of consents from all equity shareholders and unsecured creditors for the Transferor and Resulting Companies, justifying the dispensation. For the Transferee Company, consents from equity shareholders were received, but not from unsecured creditors, necessitating a meeting. The Tribunal referred to various judicial precedents and concluded that it has the discretion to dispense with meetings based on the facts of each case.

2. Jurisdiction of the Tribunal:

The registered offices of all Applicant Companies are situated in Punjab, placing them under the territorial jurisdiction of the Chandigarh Bench of the National Company Law Tribunal (NCLT).

3. Rationale and Benefits of the Scheme of Arrangement:

The Scheme aims to amalgamate the Transferor Company with the Transferee Company and demerge the Real Estate and Ancillary Business of the Transferee Company into the Resulting Company. The rationale includes consolidation of resources, business synergy, reduction in legal and regulatory compliances, and enhancement of shareholders' value. The Scheme is expected to result in economies of scale, better utilization of resources, and overall business efficiency.

4. Compliance with Legal and Regulatory Requirements:

The Scheme complies with Sections 230-232 of the Companies Act, 2013, and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Applicant Companies submitted the necessary affidavits, consents, and financial statements. The Scheme does not involve any corporate debt restructuring and will not adversely affect the rights of creditors. The Tribunal directed the Applicant Companies to send notices to regulatory authorities and furnish the Scheme to any requesting creditor or shareholder.

5. Appointment of Chairperson, Alternate Chairperson, and Scrutinizer for Meetings:

The Tribunal appointed Justice Mr. Viney Mittal (Retd.) as the Chairperson, Mr. Prateek Gupta as the Alternate Chairperson, and Mr. Gurvinder Singh Sarin as the Scrutinizer for the meetings of secured and unsecured creditors. The fees for these appointments and other expenses will be borne jointly by the Transferor and Transferee Companies. The meetings are to be conducted via Video Conferencing with remote e-voting facilities.

Conclusion:

The Tribunal issued detailed directions for convening and conducting the required meetings, ensuring compliance with legal provisions, and safeguarding the interests of all stakeholders. The First Motion Petition was disposed of with specific instructions for the Applicant Companies to follow.

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