Tribunal approves Scheme of Arrangement as fair and compliant with Companies Act 2013

The Tribunal sanctioned the Scheme of Arrangement between the Demerged Company and the Resulting Company, finding it fair, reasonable, and compliant with the Companies Act, 2013. The Scheme was approved by the equity shareholders, Regional Director's observations were addressed, and all statutory and procedural requirements were met. The Scheme was made absolute, declared binding on the Petitioner Companies and shareholders, with the appointed date set as April 1, 2019. The Petitioner Companies were directed to file necessary documents with the Registrar of Companies and Superintendent of Stamps within specified timelines for further compliance.

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Issues Involved:
1. Compliance with Sections 230 to 232 of the Companies Act, 2013.
2. Approval of the Scheme of Arrangement by the Petitioner Companies.
3. Observations and compliance with the Regional Director's Report.
4. Statutory and procedural compliance by the Petitioner Companies.
5. Sanction and binding nature of the Scheme of Arrangement.

Issue-Wise Detailed Analysis:

1. Compliance with Sections 230 to 232 of the Companies Act, 2013:
The Tribunal's sanction was sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 for the Scheme of Arrangement between the Demerged Company and the Resulting Company. The joint Company Petition was filed in accordance with these sections and in compliance with the Tribunal's directions.

2. Approval of the Scheme of Arrangement by the Petitioner Companies:
The Petitioner Companies approved the Scheme of Arrangement through Board Resolutions dated January 14, 2020. Meetings of the equity shareholders were convened on May 14, 2020, via video conferencing, as directed by the Tribunal. The Scheme was unanimously approved by the equity shareholders without modifications, and compliance reports were filed by the appointed Chairman.

3. Observations and compliance with the Regional Director's Report:
The Regional Director's Report dated July 27, 2020, contained several observations:
- Compliance with AS-14 (IND AS-103) and other applicable Accounting Standards.
- Clarification on the "Appointed Date" and "Effective Date" as per Section 232(6) of the Companies Act, 2013.
- Confirmation that the Scheme was approved by the requisite majority of members and creditors.
- Assurance that there were no discrepancies in the Scheme documents.
- Notices served to concerned authorities under Section 230(5).
- Compliance with the fee provisions under Section 232(3)(i) for the increase in authorized share capital of the Resulting Company.

The Petitioner Companies provided clarifications and undertakings through affidavits dated July 30, 2020, addressing each point raised by the Regional Director.

4. Statutory and procedural compliance by the Petitioner Companies:
The Petitioner Companies complied with all statutory requirements as per the Companies Act, 2013, and filed necessary compliance reports with the Tribunal. They undertook to continue complying with any further statutory requirements.

5. Sanction and binding nature of the Scheme of Arrangement:
The Tribunal found the Scheme of Arrangement to be fair, reasonable, and not violative of any law or public policy. Consequently, the Company Scheme Petition was made absolute, and the Scheme of Arrangement was sanctioned and declared binding on the Petitioner Companies and their respective shareholders.

Order:
- The Scheme of Arrangement was sanctioned and declared binding on the Petitioner Companies and their shareholders.
- The appointed date of the Scheme was fixed as April 1, 2019.
- The Petitioner Companies were directed to file a certified copy of the Order and the Scheme with the Registrar of Companies electronically within 30 days.
- The Petitioner Companies were to lodge a copy of the Order and the Scheme with the Superintendent of Stamps within 60 days for stamp duty adjudication.
- All concerned authorities were directed to act on the certified copy of the Order and the Scheme.

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