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2022 (5) TMI 763 - Tri - Companies LawSanction of Scheme of Arrangement by way of Demerger - 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 are issued forthwith in respect to convening/holding or dispensing with the meetings of the Shareholders Secured and Unsecured Creditors as well as issue of notices including by way of paper publication - application allowed.
Issues:
- Application under section 230-232 of Companies Act, 2013 for Scheme of Arrangement by way of Demerger - Details of the Demerged Company and Resulting Company - Approval of the proposed Scheme of Demerger by the Board of Directors - Shareholders and Creditors details of both companies - Accounting treatment conformity with Companies Act, 2013 - Confirmation of no pending proceedings against the Petitioner Companies - Appointed date for the Scheme - Directions issued for convening/holding or dispensing with meetings of Shareholders and Creditors - Notice to relevant authorities Analysis: The judgment pertains to a joint application filed by two applicant companies for a Scheme of Arrangement by way of Demerger under sections 230-232 of the Companies Act, 2013. The Demerged Company and Resulting Company are identified with their respective details, including incorporation dates, authorized share capital, and registered offices. The Board of Directors of both companies unanimously approved the proposed Scheme of Demerger, as evidenced by resolutions passed on 15.10.2021. The application includes affidavits from authorized signatories of both companies, confirming compliance with necessary procedures. Details of shareholders and creditors for each company are provided, along with consents obtained for dispensing with the need for meetings based on the respective shareholding and debt structures. The proposed demerger aims at consolidating business and strategic resources for optimal utilization within the combined entity. The judgment ensures that the accounting treatment for the Scheme aligns with the provisions of the Companies Act, 2013, with certificates from the Statutory Auditor supporting the proposed treatment. It is noted that no pending proceedings for inspection, inquiry, or investigation exist against the Petitioner Companies. The appointed date for the Scheme is confirmed as 01st April, 2022. Specific directions are issued regarding the convening, holding, or dispensing with meetings of shareholders, secured and unsecured creditors for both the Demerged and Resulting Companies. Notices are mandated to be served on relevant authorities, including the Regional Director of the Ministry of Corporate Affairs, Registrar of Companies, Income Tax Department, and other sectoral regulators for necessary compliance and information dissemination. In conclusion, the application is allowed on the terms specified, and the judgment disposes of the matter accordingly.
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