9911796707
TMI Blog2021 (2) TMI 56X X X X Extracts X X X X X X X X Extracts X X X X ..... )/4039/MB-II/2019 CA(CAA)/2207/MB-II/2019 - - - Dated:- 23-7-2020 - Shri Rajasekhar V. K : Member (Judicial) And Shri V. Nallasenapathy : Member (Technical) For the Petitioners : Mr. Ajit Singh Tawar i/b Ajit Singh Tawar Co., Advocates For Regional Director (WR) : Ms Rupa Sutar, Deputy Director ORDER Per: V. Nallasenapathy, Member (Technical) 1. This Court convened by videoconference today(23.07.2020). 2. Heard the Learned Counsel for the Petitioner Companies. No objector has come before the Tribunal to oppose the Petition and nor any party has controverted any averments made in the Petition. 3. The sanction of this Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013, to Scheme of Arrangem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... posed to re-organize and separate the freight services to North America region which is being carried on by MIPL itself and through SLIPL by way of demerger and transfer the same to SLIPL. This segregation would enable greater/enhanced focus of the management in the business of providing freight service to customers for North American region whereby facilitating the management to efficiently exploit opportunities for each of the said businesses but also enhance efficiency in overall combined business including economies of scale, efficiency of operations which can be deployed more efficiently for the purpose of development of businesses of the respective entities and their growth opportunities, eliminate inter corporate dependencies, m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Unsecured Creditors of the First Petitioner Company and the Second Petitioner Company had been dispensed with. However, individual notices served to all their Secured Creditors and Unsecured Creditors. 9. The Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, has filed its report dated July 06, 2020inter alia stating therein that save and except as stated in paragraph IV (a) to (f) of the said report, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph IV of the said report, the Regional Director has stated that: a. In compliance of AS-14 (IND AS-103), the Petitioner Companies shall pass such accounting entries which are necessary in connection with the scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 66(3) of the Companies Act, 2013, Tribunal may kindly direct the Company to submit certificate from the auditor of the Company that the accounting treatment proposed by the company for such reduction is in conformity with the Accounting Standards specified in Section 133 or any other provisions of the Companies Act, 2013. 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 Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authorities is binding on the Petitioner Company(s). f. Hon bl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itioner Companies through its Counsel submits that by the order delivered on 12th September, 2019 in C.A.(CAA)/2207/MB-II/2019, the Scheme was approved by the requisite majority of members of Petitioner Companies as per Section 230(6) of the Act in their respective meetings duly held in terms of Section 230(1) read with sub section (3) to (5) of Section 230 of the Act. This Tribunal in its order delivered in C.A. (CAA)/2207/MB-II/2019 directed that the meetings of the Secured and Unsecured Creditors of the Petitioner Companies were dispended with. d. As far as the observations of the Regional Director,as stated in paragraph IV (d) of the report and reproduced hereinabove is concerned, the Petitioner Companies through its Counselsubmits t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Petitioner Companies further submits that except for the above there are no material changes done to the Scheme of Arrangement. 11. The observations made by the Regional Director have been reproduced in Para 9 above. The clarifications and undertakings given by the Petitioner Companies have been explained in Para 10 above. The Undertaking filed by the Petitioner Companies is accepted by this Tribunal. 12. The Counsel appearing on behalf of the Petitioner Companies further states that the Petitioner Companies have complied with all requirements as per directions of the Tribunal and they have filed necessary affidavits of compliance / compliance reportwith the Tribunal. Moreover, the Petitioner Companies undertakes to comply with all ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
