Scheme of Arrangement Approved for Demerger: Compliance, Binding on Companies

The Tribunal approved the Scheme of Arrangement through Demerger under Sections 230 to 232 of the Companies Act, 2013, between the Transferor and Transferee Companies based in Delhi. The dispensation of meetings for shareholders and creditors was granted, and compliance was confirmed through various reports. With approval from Members and Creditors and no significant objections, the sanctioned Scheme will be binding on both companies, their stakeholders, and creditors. The Tribunal emphasized adherence to statutory obligations, including Stamp Duty, Taxes, and registration requirements within thirty days. No costs were imposed, and the petition was allowed, with the file to be archived as per regulations.

---

---

Issues:
Approval of Scheme of Arrangement by way of Demerger under Sections 230 to 232 of Companies Act, 2013.

Analysis:
The petition involves the joint preference of Transferor and Transferee Companies seeking approval for a Scheme of Arrangement through Demerger. The Transferor Company, incorporated in 1964, and the Transferee Company, incorporated in 2009, are both based in Delhi. The Scheme entails the Transferee Company issuing shares to the shareholders of the Transferor Company post the Scheme's effectiveness. The petitioners sought dispensation of meetings for equity shareholders, secured creditors, and unsecured creditors, which was granted by the Tribunal in a previous order.

The Appointed date in the Scheme is defined to be either the effective date or any other date agreed upon by the Boards of both companies. Following the dispensation of meetings, the petitioners moved a Second Motion petition for necessary notices and publication of the Scheme. Compliance with these directions was confirmed through an Affidavit of Service, and reports from regulatory bodies like the Regional Director, Income Tax Department, and Official Liquidator were positive, indicating no objections to the proposed Scheme.

Considering the approval from Members and Creditors of both companies, as well as the absence of any significant objections, the Tribunal granted sanction to the Scheme under Sections 230 to 232 of the Companies Act, 2013. The sanctioned Scheme will be binding on both companies, their shareholders, and creditors, with the petitioners required to adhere to statutory obligations. The Tribunal clarified that any deficiencies or violations would not impede legal actions against involved parties.

Additionally, the Tribunal emphasized that the approval did not exempt the companies from Stamp Duty, Taxes, or other statutory dues, nor did it impact tax treatment under the Income Tax Act, 1961. Specific directions were issued regarding the transfer of property, rights, powers, liabilities, and duties between the companies, with a requirement for registration with the Registrar of Companies within thirty days.

In conclusion, the petition was allowed with no costs imposed, and the file was to be consigned to the record room as per regulations.

---