Approval of Scheme of Arrangement for Business Transfer under Companies Act, 2013

The Tribunal approved the Scheme of Arrangement between Sahyadri Farmers Producer Company Limited and Sahyadri Farms Post Harvest Care Limited under Sections 230 to 232 of the Companies Act, 2013. The transfer of the Post-Harvest Care Business Undertaking was sanctioned, aiming to enhance growth and operational efficiency. Meetings were convened for equity shareholders via video conferencing, with notices sent electronically and published in newspapers. The Tribunal dispensed with meetings for other stakeholders due to obtained consents. Compliance with statutory requirements and service of notices to regulatory authorities were mandated, with a presumption of no objection if no response is received within 30 days.

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Issues Involved:
1. Scheme of Arrangement between Sahyadri Farmers Producer Company Limited and Sahyadri Farms Post Harvest Care Limited.
2. Convening and holding meetings of equity shareholders, secured creditors, and unsecured creditors.
3. Compliance with statutory requirements and service of notices to regulatory authorities.

Issue-wise Detailed Analysis:

1. Scheme of Arrangement:
The Scheme involves the transfer of the Post-Harvest Care Business Undertaking from the Transferor Company (Sahyadri Farmers Producer Company Limited) to the Transferee Company (Sahyadri Farms Post Harvest Care Limited) under Sections 230 to 232 of the Companies Act, 2013. The transfer includes all properties, assets, rights, liabilities, benefits, and interests on a Slump Exchange basis, making them the properties and liabilities of the Transferee Company. The Scheme aims to achieve growth, attract investments, and improve operational efficiency by segregating the Post-Harvest Care Business from the Farmer Facilitation Business.

2. Convening and Holding Meetings:
The Tribunal directed the convening of a meeting of the Equity Shareholders of the First Applicant Company on 05.10.2021 through video conferencing due to the COVID-19 pandemic. Notices for the meeting are to be sent to shareholders via email and published in newspapers. The Tribunal appointed a Chairperson and a Scrutinizer for the meeting, and specified the quorum requirements. Voting by proxy is not permitted, but authorized representatives can vote.

The Tribunal dispensed with the requirement of holding meetings for the equity shareholders of the Second Applicant Company, secured creditors, and unsecured creditors of the First Applicant Company, as consents were obtained from all equity shareholders and secured creditors, and from 91.94% (in value) of unsecured creditors.

3. Compliance with Statutory Requirements and Service of Notices:
The Applicant Companies are required to serve notices to the Central Government, Registrar of Companies, Income Tax Authorities, and GST Authorities. If no objections are received within 30 days, it will be presumed that these authorities have no objections to the Scheme. Notices are also to be served to sectoral regulators or authorities concerned, with the same presumption of no objection if no response is received within 30 days. The Applicant Companies must file a compliance report with the Registry regarding these directions.

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