Tribunal grants application for demerger scheme under Companies Act, 2013

The Tribunal granted the application under Sections 230 to 232 of the Companies Act, 2013, dispensing with shareholder meetings for the applicant companies and approving the demerger scheme. It directed the convening of an unsecured creditor meeting, setting specific guidelines for the process. The Tribunal specified the date, time, and mode of the creditor meeting and allowed two weeks for filing a company petition for demerger scheme sanction. Aggrieved parties could seek interim relief. The Tribunal's decision provided comprehensive relief and guidance for the restructuring process.

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Issues involved:
Application under Sections 230 to 232 of the Companies Act, 2013 seeking dispensation of shareholder meetings, convening of unsecured creditor meetings, and approval of a demerger scheme.

Detailed Analysis:

1. Dispensing with Shareholder Meetings:
The application sought to dispense with the convening and holding of meetings of the shareholders and sole secured creditor of the transferor company and shareholders of the transferee company. The Tribunal, after perusing the pleadings and relevant provisions, noted that the scheme was in the best interests of the applicant companies and their shareholders. The Board of Directors had approved the scheme, and the statutory auditors had certified compliance with accounting standards. Consequently, the Tribunal granted relief by dispensing with the shareholder meetings.

2. Convening Unsecured Creditor Meeting:
The application also requested direction to convene the meeting of the unsecured creditors of the transferor company. The Tribunal acknowledged that the applicant companies had followed the Companies Act provisions in framing the scheme, which was duly approved by the Board of Directors. The statutory auditors had certified the details of shareholders and creditors. Therefore, the Tribunal directed the convening and holding of the unsecured creditor meeting, appointing a chairperson and scrutinizer for the process.

3. Directions for Unsecured Creditor Meeting:
The Tribunal specified the date, time, and mode of the unsecured creditor meeting, which was set for February 3, 2021, via video conference. The appointed chairperson and scrutinizer were tasked with ensuring compliance with all relevant provisions of the Companies Act. The notice for the meeting was to be published in designated newspapers, and the chairperson and scrutinizer were required to file reports with the Tribunal within two weeks of the meeting's conclusion.

4. Further Steps and Compliance:
Following the unsecured creditor meeting, the applicant companies were granted two weeks to file a company petition seeking sanction of the demerger scheme. This filing was subject to all statutory compliances. The Tribunal also allowed aggrieved parties to approach the Tribunal through interim applications for appropriate directions, if needed.

In conclusion, the Tribunal disposed of the application by granting the requested reliefs, dispensing with certain meetings, and providing detailed directions for convening the unsecured creditor meeting and subsequent steps for seeking sanction of the demerger scheme.

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