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TMI Blog2021 (2) TMI 56X X X X Extracts X X X X X X X X Extracts X X X X ..... tor 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 Arrangement involving demerger of Demerged Undertaking from Marinetrans India Private Limited (Demerged Company)into Safewater Lines India Private Limited(Resulting Company)and their respective shareholders. 4. The Demerged Company is engaged in providing freight services to customers for all geographical regions including but not limited to North America region.The Resulting Company is engaged in proving freight services to customers for the North American region. 5. The Learned Counsel for the Petitione ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ding 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, minimize the administrative compliances and to maximize shareholders value. The Composite Scheme of Arrangement will create enhanced value for shareholders and allow a focused strategy and specialisation for sustained growth, which would be in the best interest of all the stakeholders and the persons connected with the aforesaid companies. 6. Each of the Petitioner Companies have approved the said Scheme of Arrangement by passing board resolutions in their respective board meetings held on10thApril,2019 have ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... graph 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 to comply with other applicable Accounting Standards such as AS-5 (IND AS-8) etc. b. As per Definition of the Scheme, "Appointed Date" means 1st day of April, 2019 or such other date as may be approved by the NCLT, or any other competent authority. "Effective Date" means the date on which the authenticated copies or certified copies of the Orders of relevant National Company Law Tribunal under Sections 230 to 232 of the Act sanctioning the Scheme are filed with the relevant Registrar of Companies by MIPL and SLIPL. I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... me 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'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. 10. In response to the observations made by the Regional Director, the Petitioner Companies have filed an undertaking dated 8th July 2020 clarifying and undertaking as follows: a. As far as the observationsof the Regional Director,as stated in paragraph IV (a) of the report and reproduced hereinabove is concerned, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed 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 thatthe 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 is annexed to the Company Scheme Petition. e. As far as the observations of the Regional Director,as stated in paragraph IV (e) of the report and reproduced hereinabove is concerned, the Petitioner Companies through its Counselsubmits that notices under provisions of Section 230(5) of the Compani ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ements 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 statutory requirements if any, as required under the Companies Act, 2013 and the Rules made there under whichever is applicable. The said undertakings given by the Petitioner Companies are accepted. 13. From the material on record, the Scheme appears to be fair and reasonable and does not violate any provisions of law and is not contrary to public policy or public interest. 14. Since all the requisite statutory compliances have been fulfilled, CP(CAA)/4039/MB.II/2019 has beenmade absolute interms of prayer Clause XV(i)of the Petition mentioned ..... X X X X Extracts X X X X X X X X Extracts X X X X
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