2022 (1) TMI 218 - Tri - Companies Law

Sanction of Scheme of Arrangement - section 230-232 of Companies Act 2013 and other applicable provisions of the Companies Act 2013 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 various notices also issued. The scheme is approved - application allowed.

Issues Involved:
1. Dispensation of meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors of the Transferor and Transferee Companies.
2. Examination of the Scheme of Arrangement under Section 230-232 of the Companies Act, 2013.
3. Compliance with statutory requirements and accounting standards.

Detailed Analysis:

Issue 1: Dispensation of Meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors
- Vedha Spinning Mills Private Limited (Transferor Company-1):
- Equity Shareholders: The company has 13 equity shareholders. All shareholders provided consent affidavits, thus the necessity of holding the meeting is dispensed with.
- Secured Creditors: There is 1 secured creditor who provided a consent affidavit. The necessity of holding the meeting is dispensed with.
- Unsecured Creditors: There are 131 unsecured creditors, with 92.13% in value providing consent affidavits. The necessity of holding the meeting is dispensed with.

- Sudhan Spinning Mills Private Limited (Transferor Company-2):
- Equity Shareholders: The company has 14 equity shareholders. All shareholders provided consent affidavits, thus the necessity of holding the meeting is dispensed with.
- Secured Creditors: There are 2 secured creditors who provided consent affidavits. The necessity of holding the meeting is dispensed with.
- Unsecured Creditors: There are 59 unsecured creditors, with 95.19% in value providing consent affidavits. The necessity of holding the meeting is dispensed with.

- Adisankara Spinning Mills Private Limited (Transferor Company-3):
- Equity Shareholders: The company has 13 equity shareholders. All shareholders provided consent affidavits, thus the necessity of holding the meeting is dispensed with.
- Secured Creditors: There is 1 secured creditor who provided a consent affidavit. The necessity of holding the meeting is dispensed with.
- Unsecured Creditors: There are 67 unsecured creditors, with 91.45% in value providing consent affidavits. The necessity of holding the meeting is dispensed with.

- Sri Shanmugavel Mills Private Limited (Transferee Company):
- Equity Shareholders: The company has 13 equity shareholders. All shareholders provided consent affidavits, thus the necessity of holding the meeting is dispensed with.
- Secured Creditors: There is 1 secured creditor who provided a consent affidavit. The necessity of holding the meeting is dispensed with.
- Unsecured Creditors: There are 215 unsecured creditors, with 91.13% in value providing consent affidavits. The necessity of holding the meeting is dispensed with.

Issue 2: Examination of the Scheme of Arrangement under Section 230-232 of the Companies Act, 2013
- The application was filed by the applicant companies under Section 230-232 of the Companies Act, 2013, and other applicable provisions, in relation to the Scheme of Arrangement.
- The Scheme was unanimously approved by the Board of Directors of the applicant companies in a meeting held on 15th February 2021.
- The appointed date for the Scheme is specified as 01.04.2020.

Issue 3: Compliance with Statutory Requirements and Accounting Standards
- The statutory auditors of the applicant companies examined the Scheme in terms of the provisions of Section 232 of the Companies Act, 2013, and certified that the accounting treatment is in conformity with the prescribed accounting standards read with Section 133 of the Companies Act, 2013.
- The applicant companies filed their Memorandum and Articles of Association, their last available audited annual accounts for the year ended 31.03.2020, and unaudited financial statements as on 30.11.2020.

Conclusion:
- The Tribunal, after perusing the application and connected documents, issued directions to dispense with the meetings of the equity shareholders, secured creditors, and unsecured creditors of the transferor and transferee companies, as the requisite consents were obtained.
- The application was allowed, and the applicant companies were directed to file the second motion application within 14 days from the date of receipt of the order.

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