Tribunal Approves Scheme, Petitioners Comply, Implementation Directives Issued

The Tribunal confirmed jurisdiction over the matter, dispensed with convening stakeholder meetings, sanctioned the Scheme with an appointed date of 01.04.2020, and found it compliant with statutory requirements. The Petitioner Companies addressed observations by the Regional Director, undertook to preserve books and records, and confirmed statutory compliance. The Scheme was deemed fair, reasonable, and effective from 01.04.2020 upon filing with the Registrar of Companies. The Tribunal directed compliance with undertakings, filing requirements, publication of notices, and necessary statutory steps. The Company Petition CP (CAA) No. 382/230/HDB/2020 was disposed of with binding directions for implementation.

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Issues Involved:
1. Jurisdiction of the Tribunal.
2. Details and objectives of the Demerged and Resulting Companies.
3. Dispensation of convening meetings of stakeholders.
4. Sanction of the Scheme with an appointed date.
5. Compliance with statutory requirements and observations by the Regional Director.
6. Preservation of books and records.
7. Statutory compliance and filing requirements.
8. Approval and effectiveness of the Scheme.
9. Compliance with undertakings and statutory provisions.

Issue-wise Detailed Analysis:

1. Jurisdiction of the Tribunal:
The Tribunal confirmed its jurisdiction over the matter as the registered offices of the Petitioner Companies are situated in the State of Telangana.

2. Details and Objectives of the Demerged and Resulting Companies:
The Demerged Company has an authorized share capital of Rs. 4,00,00,000/- and is engaged in green energy and infrastructure projects, particularly solar power plants. The Resulting Company has an authorized share capital of Rs. 7,00,00,000/- and focuses on solar energy technologies and power station management.

3. Dispensation of Convening Meetings of Stakeholders:
The Tribunal dispensed with convening meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors of both Petitioner Companies as per its order dated 07.09.2020.

4. Sanction of the Scheme with an Appointed Date:
The Petitioner Companies sought the sanction of the Scheme with an appointed date of 01.04.2019, later revised to 01.04.2020 to conform with the Ministry's circular dated 21.08.2019.

5. Compliance with Statutory Requirements and Observations by the Regional Director:
The Regional Director (South East Region) raised several observations, including:
- Preservation of books and records.
- Ensuring statutory compliance.
- Filing of order confirmation in Form No. INC-28.
- Addressing the violation of Section 12(3) of the Companies Act, 2013.
- Furnishing pre-demerger and post-demerger details of assets, liabilities, and employees.
- Compliance with Section 82(1) regarding charges.
- Clarification on approvals from the Ministry of Power.

The Petitioner Companies provided satisfactory replies and undertakings to these observations.

6. Preservation of Books and Records:
The Petitioner Companies undertook to preserve their books of accounts, papers, and records and not to dispose of them without prior permission from the Central Government as per Section 239 of the Companies Act, 2013.

7. Statutory Compliance and Filing Requirements:
The Petitioner Companies confirmed compliance with Rule 17(2) of the Companies (Compromise, Arrangement, and Amalgamation) Rules, 2013, and filed the necessary forms and documents with the Registrar of Companies and other authorities.

8. Approval and Effectiveness of the Scheme:
The Tribunal found the Scheme to be fair, reasonable, and compliant with Sections 230 to 232 of the Companies Act, 2013. The Scheme was sanctioned, effective from 01.04.2020, and operational upon filing the orders with the Registrar of Companies.

9. Compliance with Undertakings and Statutory Provisions:
The Tribunal directed the Petitioner Companies to:
- Preserve books and records.
- Ensure compliance with statutory provisions and undertakings.
- File the Scheme with the Registrar of Companies within 30 days.
- Publish newspaper notices regarding the approval of the Scheme.
- Take all necessary statutory steps following the approved Scheme.

Conclusion:
The Scheme of Demerger and Arrangement was sanctioned, binding on the Petitioner Companies, their shareholders, creditors, and employees. The Company Petition CP (CAA) No. 382/230/HDB/2020 was disposed of with specific directions for compliance and implementation.

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