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TMI Blog2021 (8) TMI 337X X X X Extracts X X X X X X X X Extracts X X X X ..... angement 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 the Petitioner Companies states that the joint Company Petition has been filed in accordance with Sections 230-232 of the Companies Act, 2013 and in compliance with the directions passed by this Hon'ble Tribunal. 5. The Counsel for the Petitioner Companies submits that by Orders dated May 6, 2020 and January 28, 2021 passed by the Tribunal in Company Scheme Applications bearing CA (CAA) No. 546/MB/2020 and CA (CAA) No. 547/MB/2020, the meeting of the equity shareholders of the Petitioner Companies were directed to be convened on 14th May 2020 via video conferencing and the said meetings have been duly convened. Pursuant thereto, the meeting of Equity Sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any 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 held by the shareholders of Demerged Company (i.e. Mr. Tushar Jani and Mr. Khushroo Dubash), they will get 0.4237608 equity shares of the Resulting Company and balance if any, will be settled in cash." Accordingly, 8,05,191 equity shares of face value Rs. 10/- each shall be allotted to each of Mr. Tushar Jani and Mr. Khushroo Dubash at par and balance of Rs. 328/- to be paid in cash to each of them towards consideration for the Scheme of Arrangement. 10. The Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai filed a Report dated July 27, 2020 ("Report") inter alia stating in Paragraph IV (a) to (f) as under: IV. The observations of the Regional d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt 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 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) As regards Part-II Clause 6 of the Scheme (Increase of authorized share capital of Resulting Company), and fee payable by the Resulting Company shall be in accordance with the provisions of Section 232(3)(i) of the Companies Act, 2013; 11. In response to the Report, the Petitioner Companies have submitted their respective clarifications and undertakings through separate Affidavits each dated 30th July 2020, extracts of which are mentioned herein below: Extract from Affidavit filed by Demerged Company/Petitioner Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies 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 Company undertakes that in addition to compliance of AS-14 (IND AS -103), the Resulting Company shall pass such accounting entries which are necessary in connection with the Scheme to comply with the other applicable Accounting Standards such as AS - 5 (IND AS -8), etc. II. Point IV(b) - The Resulting Company undertakes that as mentioned in Clause 1 of the Scheme, the Scheme shall be come into force from the Effective Date, i.e., the date of filing of the final minutes of the Order of this NCLT with Registrar of Companies but shall be effective from the Appointed Date i.e., opening hours of April 1, 2019. The Resulting Company confirms that it is in compliance with the circular no. F. No. 7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 accepted. 13. The Learned Advocate appearing on behalf of the Petitioner Companies further states that the Petitioner Companies have complied with all the requirements as per the directions of this Tribunal and they have filed necessary compliance reports with this Tribunal. Moreover, Petitioner Companies undertake to comply with all the statutory requirements if any, as required under the Companies Act, 2013 and the Rules made there under whichever is applicable. The said undertaking is accepted. 14. From the material on record, the Scheme of Arrangement appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition ..... X X X X Extracts X X X X X X X X Extracts X X X X
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