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TMI Blog2017 (5) TMI 440X X X X Extracts X X X X X X X X Extracts X X X X ..... the Registry as per the format provided under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Petitioner Companies shall file with the Registrar of Companies a certified copy of this Order within 30 days from the date of receipt of copy of the order. - C.P. No. 17 of 2017 (Under Section 230 to 240 of Companies Act, 2013) - - - Dated:- 20-3-2017 - ANANTHA PADMANABHA SWAMY, AND CH MOHD SHARIEF TARIQ, MEMBERS (JUDICIAL) For the Petitioner : Advocates Shri PL, Narayanan, P.T. Rakesh, K. Anandhasayanan R. Vigneshkumar CH Mohd Sharief Tariq, Judicial Member 1. Under consideration is the C.P. No. 17 of 2017 which has been filed by the Petitioner Company under Sections 230 to 240 of the Companies Act, 2013 for seeking relief to sanction the Scheme of Arrangement of the Petitioner Company/Demerged Company, for demerger of Demerged Undertaking of Petitioner Company to Marine Infrastructure Developer Private Ltd. , the resulting company, so as to be binding on all the equity shareholders and creditors of the Petitioner Company w.e.f the 'Appointed Date' and thus render justice. The grounds, which have been made for seeking sanction ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the ports business of the transferor company into a separate company, i.e. M/s. Marine Infrastructure Developer Pvt. Ltd., the transferee company. 3. In this connection, the Board of Directors of the transferor company and the transferee company have held their respective meetings by resolution dated 22.07.2016 and approved the said Scheme. The transferor company, inter alia, filed the auditor's certificate dated 30.09.2016 which provides the list and the respective outstanding value of secured creditors and unsecured creditors. In short, the transferor company and the transferee company are stated to have aggregate assets which are more than sufficient to meet all their liabilities, and the proposed Scheme will not adversely affect the rights and interests of any of the creditors of the transferor company or the transferee company in any manner whatsoever. The transferor company has only two secured creditors i.e. IDBI Trusteeship Service Ltd. and State Bank of India to whom the company owes ₹ 1641,37,01,472/- as on 30.09.2016 and the amount due to unsecured creditors as on 30.09.2016 is ₹ 2247,51,22,503/-. The IDBI Trusteeship Service Ltd. and the State Bank o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... icially affect the interest of any of the classes of the creditors. There is no investigation proceedings pending either against the Petitioner Company or against the Resulting Company. In short, the Petition indicates that the said Scheme is not prejudicial to the interests of the creditors both secured and unsecured and other stakeholders. 5. In response to the notices issued in this Company Application, we have received the objection of the Regional Director, Ministry of Corporate Affairs. The Regional Director, Ministry of Corporate Affairs, Chennai, has raised objection with regard to dispensing with the meeting of the shareholders stating that the members and the creditors stand on different footing so far as the protection of their interests are concerned. A meeting of the members is considered to be essential to ensure corporate democracy and principle of participation in important decision making process. Therefore, as a matter of policy, the Government never agreed for dispensing with the meeting of members. In this connection, we may make a reference to the decision given by the Hon'ble High Court of Delhi in Mazda Theatres (P.) Ltd. v. New Bank of India Ltd. ILR ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ther stake holders. Therefore, we presume that they have no interest in making any representation. 6. We have heard the Counsel for the Petitioner and have perused the Scheme along with records placed on the file. The salient features of the Scheme are as follows:- Part-I deals with the preamble, facts, rationale and benefits of the Scheme including introduction with regard to the Scheme and companies involved in the same. Part-II deals with the definitions and share capital of the Demerged Company and the Resulting Company. Part-III deals with the mechanics of the transfer of the demerger of the operations relating to Ports Business on a going concern basis for consideration being discharged by way of issue of shares of the Resulting Company to the shareholders of the Demerged Company and also to receive lump sum cash payment towards consideration in addition to the allotment of the said shares, re-organisation of the share capital of the Resulting Company, accounting treatment, conduct of business from the Appointed Date inclusive of the Effective Date and also deals with vesting of the Demerged Undertaking along with its employees, continuation of legal proceed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tions and incentives, shall be claimed and/or to be claimed by the Resulting Company and these shall relate back to the Appointed Date as if the Resulting Company was originally entitled to all the benefits under such incentive scheme and/or policies, subject to continued compliance by the Resulting Company of all the terms and conditions subject to which the benefits under such incentive schemes were made available to the Demerged Company. 9. It is worthwhile to mention that under para 12 of the Scheme, a detail is provided about the accounting treatment that states as follows:- (1) Treatment in the books of Demerged Company (i) On and from the Effective date, the Demerged Company shall record the deletion of the assets and liabilities of the Demerged Undertaking transferred to and vested in the Resulting Company pursuant to the Scheme at their respective book values as appearing in its books as on the Appointed Date and such deletion of assets and liabilities shall take effect from the Appointed Date. (ii) The difference between the net asset value of the Ports Business as transferred and vested in the Resulting Company and the consideration received by the D ..... X X X X Extracts X X X X X X X X Extracts X X X X
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