Court sanctions Scheme of Arrangement under Companies Act. Companies warned to comply or face consequences.

The court granted sanction to the Scheme of Arrangement under relevant sections of the Companies Act, 1956, filed by two companies, referred to as the Demerged Company and the Resultant Company. Approval was based on compliance with statutory requirements, consent of members and creditors, and no objections from the Regional Director. The companies were directed to adhere to all provisions of the Scheme, with a warning of potential actions for deficiencies or violations. The order did not exempt them from legal obligations and required payment of costs to the Delhi High Court Bar Association.

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Issues:
Approval of Scheme of Arrangement under Sections 391(2), 394, and Sections 100 to 104 of the Companies Act, 1956.

Analysis:
The petition was jointly filed by two companies, referred to as the Demerged Company and the Resultant Company, seeking approval of a Scheme of Arrangement. The registered offices of both companies are in Delhi, giving the court jurisdiction. The Demerged Company was incorporated under the Companies Act, 1956, while the Resultant Company was incorporated under the Companies Act, 2013. Details of their share capital structures were provided. The petition stated no pending proceedings against the companies under relevant sections of the Act. The Scheme was approved by the respective Board of Directors of both companies. Necessary documents such as Memorandum of Association, Articles of Association, and financial statements were filed. The Scheme aimed to benefit both companies, employees, shareholders, and stakeholders.

In a previous application, the court dispensed with the requirement of convening meetings of shareholders and creditors, which led to the current petition. Notice was issued, and citations were published as per court orders. The Regional Director filed an affidavit stating no objection to the Scheme, subject to certain conditions. The Petitioner Companies agreed to comply with the Companies Act, 2013, for increasing the authorized share capital of the Resultant Company. With all requirements met, the Regional Director confirmed no objections to the Scheme.

Considering the approval by members and creditors, the affidavit of the Regional Director, and compliance with objections, the court granted sanction to the Scheme under relevant sections of the Companies Act, 1956. The Petitioner Companies were directed to comply with statutory requirements. A certified copy of the order was to be filed with the Registrar of Companies. The companies were instructed to adhere to all provisions of the Scheme. The order clarified that any deficiencies or violations could lead to actions against persons, directors, or officials. It also emphasized that the order did not grant exemptions from legal obligations. The Petitioner Companies were directed to pay costs to the Delhi High Court Bar Association. The petition was allowed and disposed of accordingly.

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