Tribunal approves Composite Scheme of Arrangement for amalgamation and demerger under Companies Act

The Tribunal allowed the joint application under Sections 230 to 232 of the Companies Act, 2013, for a Composite Scheme of Arrangement involving amalgamation and demerger. The Tribunal dispensed with separate meetings of shareholders and creditors, finding unanimous consent. Notices were directed to regulatory authorities, and compliance with legal requirements was ordered. The Tribunal approved the Scheme, noting benefits for stakeholders and public interest. The Applicant Companies were directed to file necessary affidavits and compliance reports. The Company Application was allowed and disposed of as per the directions provided.

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Issues Involved:
1. Admission of the joint application under Sections 230 to 232 of the Companies Act, 2013.
2. Dispensation of meetings of shareholders and creditors.
3. Approval of the Composite Scheme of Arrangement.
4. Issuance of notices to regulatory authorities.
5. Compliance with legal and procedural requirements.

Detailed Analysis:

1. Admission of the Joint Application:
The joint application was filed under Sections 230 to 232 of the Companies Act, 2013, seeking admission for being heard by the Tribunal. The application included various prayers for directions and orders related to the Scheme of Arrangement among the involved companies.

2. Dispensation of Meetings of Shareholders and Creditors:
The Tribunal considered the consent affidavits filed by shareholders and secured creditors, as well as the majority in debt value of unsecured creditors. The Tribunal noted that all shareholders and creditors had given their written consent by way of affidavit to the Scheme of Arrangement without any modifications. Consequently, the Tribunal dispensed with the requirement to hold separate meetings of shareholders, secured creditors, and unsecured creditors for all involved companies.

3. Approval of the Composite Scheme of Arrangement:
The Scheme of Arrangement involved the amalgamation of Transferor Companies with the Transferee Company and the demerger of the Investment Division of the Demerged Company into the Resulting Company. The Tribunal found that the Scheme would benefit the shareholders, creditors, employees, and the general public by enabling better, efficient, and economical management, control, and running of the business undertakings concerned. The Scheme would also result in the consolidation of business activities, reduction in overhead expenses, and better utilization of resources.

4. Issuance of Notices to Regulatory Authorities:
The Tribunal directed the Applicant Companies to issue notices in Form No. CAA.3 to various regulatory authorities, including the Regional Directors (North Eastern and Eastern Regions), the Registrars of Companies (Guwahati and Kolkata), the Official Liquidators (Guwahati and Kolkata), the Income Tax Authorities, and the Competition Commission of India. The notices were to inform these authorities that their representations, if any, should be made within 30 days from the receipt of such notice. If no representations were received within this period, it would be presumed that they had no objections to the proposed Scheme.

5. Compliance with Legal and Procedural Requirements:
The Tribunal noted that the Applicant Companies had affirmed affidavits as required under Section 230(2) of the Companies Act, 2013, and had provided necessary documents, including valuation reports, lists of shareholders and creditors, and certificates from statutory auditors. The Tribunal also directed the Applicant Companies to file affidavits confirming that they were not ineligible under Section 29A of the Insolvency and Bankruptcy Code, 2016, within 15 days. Additionally, the Applicant Companies were required to file a compliance report with the Registry regarding the directions given in the order.

Conclusion:
The Tribunal allowed the joint application in terms of the prayer clauses, subject to the directions for issuing notices to regulatory authorities and filing necessary affidavits and compliance reports. The present Company Application, being the first motion petition, was thus allowed and disposed of.

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