TMI Blog2021 (8) TMI 337X X X X Extracts X X X X X X X X Extracts X X X X ..... Ms. Saloni i/b DSK Legal, Advocates For the Regional Director : Ms. Rupa Sutar, Deputy Director Office of the Regional Director, MCA (WR), Mumbai ORDER Per : Shri Shyam Babu Gautam, Member (Technical) 1. Heard the Counsel for the Petitioner Companies and the representative of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition. 2. The sanction of this Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 to the Scheme of Arrangement between CARGO SERVICE CENTER INDIA PRIVATE LIMITED, the Demerged Company and MUMBAI CARGO SERVICE CENTER AIRPORT PRIVATE LIMITED, the Resulting Company and their respective shareholders ( Scheme of Arrangement ), annexed at Exhibit G to the Company Scheme Petition. 3. The Petitioner Companies have approved the said Scheme of Arrangement by passing the respective Board Resolutions dated January 14, 2020 which are annexed to the Company Scheme Petition as Exhibits H and I . 4. The Learned Counsel appearing on behalf of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... amlining operations and cutting costs; (b) Ability to leverage financial and operational resources of each business; and (c) Each business would be able to address independent business opportunities, pursue efficient capital allocation and attract different sets of investors, strategic partners, lenders and other stakeholders, and will enable investors to separately hold investments which best suit their investment strategies and risk profiles. (d) Streamlining of group structure; (e) Consolidation of business operations-: pursuant to the demerger of the Palletization Business Undertaking by the Demerged Company to the Resulting Company, the Resulting Company will have advanced shareholder s value accruing from consolidation of business operation resulting in economies of scale, operational rationalisation, organisation efficiency and optimum utilization of various resources. 9. Upon this Scheme coming into effect and in consideration of the Scheme of Arrangement, the Resulting Company shall issue and allot New Equity Shares to the shareholders of Demerged Company on the basis of share entitlement ratio determined by an independent valuer- for every 1 equity shares h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ct may be decided by the Hon'ble Tribunal taking into account its inherent powers. Further, the Petitioners may be asked to comply with the requirements and clarified vide circular no. F. No. 7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry of Corporate Affairs. (c) The Hon'ble Tribunal may kindly seek the undertaking that this Scheme is approved by the requisite majority of members and creditors as per Section 230(6) of the Act in meetings duly held in terms of Section 230(1) read with subsection (3) to (5) of Section 230 of the Act and the Minutes thereof are duly placed before the Tribunal. (d) Hon'ble NCLT may kindly direct the petitioners to file an affidavit to the extent that the Scheme enclosed to Company Application Company Petition, are one and same and there is no discrepancy/any change/changes are made, for changes if any, liberty be given to Central Government to file further report if any required; (e) The Petitioners under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Amalgamation. Further, the approval of the scheme by this Hon'ble ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... there is no discrepancy or change in the Scheme enclosed to the Company Scheme Applications and the Company Scheme Petition. V. Point IV(e) The Demerged Company submits that notices under Section 230(5) have been served upon the Concerned Income tax Authority, Regional Director, Registrar of Companies, Mumbai, Maharashtra, by both the Petitioner Companies. The Letter of Compliance Report dated 23rd May 2020 has been filed by the Demerged Company in accordance with the Order dated March 5, 2020 read with the Order dated May 6, 2020 passed by the Hon ble Tribunal in CA (CAA) No. 546/230-232/MB/2020. The Demerged Company further undertakes that the sanction of the Scheme by the Hon ble Tribunal will not deter any of the authorities to deal with any of the issues arising after giving effect to the Scheme and that such issues arising out of the Scheme will be met and answered in accordance with law. The decision of the authorities will be binding on the Demerged Company. VI. Point IV(f) This pertains to the Resulting Company. Extract from Affidavit filed by Resulting Company/Petitioner Company No. 2- I. Point IV(a) The Petitioner Company No. 2/Resulting Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... May 2020 has been filed by the Resulting Company in accordance with the Order dated March 5, 2020 read with the Order dated May 6, 2020 passed by the Hon ble Tribunal in CA (CAA) No. 547/MB/2020. The Resulting Company further undertakes that the sanction of the Scheme by the Hon ble Tribunal will not deter any of the authorities to deal with any of the issues arising after giving effect to the Scheme and that such issues arising out of the Scheme will be met and answered in accordance with law. The decision of the authorities will be binding on the Resulting Company. VI. Point IV(f) The Resulting Company undertakes that it shall file necessary e-forms and pay the necessary filing fee and stamp duty, as may be applicable for the increase in the authorized share capital of the Resulting Company, if required, so as to make its authorised share capital sufficient for allotment of shares to the shareholders of the Demerged Company in consideration of the Scheme. 12. The Observations made by the Regional Director in the Report have been explained by the Petitioner Companies in Paragraph 11 above. The clarifications and undertakings submitted by the Petitioner Companies are acc ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
