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TMI Blog2022 (4) TMI 1369X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany ) and Aculead (India) Private Limited, being the Applicant Company No. 2 abovenamed (hereinafter referred to as Resulting Company ) (hereinafter collectively referred to as Applicant Companies ) and their respective shareholders and creditors whereby and whereunder it is proposed to reorganize and reconstruct the said Applicant Companies by demerging the Demerged Undertaking (as defined under the Scheme) from the Demerged Company to the Resulting Company in the manner and on the terms and conditions stated in the said Scheme of Arrangement ( Scheme ). 2. Ld. Senior Counsel appearing for the Applicant Companies submits as follows:- (a) The Applicant Companies are unlisted companies. (b) The Applicant Company No. 1 has the following classes of shareholders and creditors: (1) Equity Shareholders; and (2) Secured Creditors. The Applicant Company No. 2 has the following classes of shareholders and creditors: (1) Equity Shareholders; and (2) Unsecured Creditors. (c) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- i. The Demerged Company is part of The Chatterjee Group (TCG), prom ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... focus on its core business in the polyester value chain, while simultaneously providing a new platform for driving growth opportunities in diversified segments. v. Overview of proposed expansion, reconstruction and reorganisation of businesses and strategic business units to be undertaken by the Resulting Company pursuant to the demerger. A. Outbound Logistics: The present synergy between the Demerged Company and Haldia Petrochemicals Limited (HPL) provides a platform for executing single reverse auction through a common IT enabled auction platform, which has successfully delivered savings of around INR 44 Crore, since 2017. The outbound logistics business unit is estimated to bring in greater economies of scale through collective bargaining with transporters, providing substantial savings while handling an immediate possible revenue of INR 700 Crore. The outbound logistics will be based on a technology platform, initially serving different companies within the TCG to arrive at larger economies, and subsequently scaling up its business by approaching external customers as well. This is expected to provide a plethora of advantages, including the following: i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd 4-wheeler last mile delivery vehicles through equity stake in an established automotive part OEM. This proposed business of the Resulting Company shall be targeting the fastest growing EV industry in the world by bringing down last-mile transportation cost from INR 0.8 per kg to less than INR 0.4 per kg through this venture. 3. Plant based protein business: One of the cornerstone policies of the TCG is to reduce the carbon footprint of its petro-chemical derivative business by building a large scale, sustainable agricultural business in the plant-based protein segment. This would provide a viable alternative to the present high-carbon positive meat based protein business. This will be achieved through by setting up an integrated plant based protein extraction facility in India, with the aim of providing protein extracts for use in vegan foods and pharmaceutical industry. While foraying into this business sector, the Resulting Company shall contemplate providing capital-intensive investment for sustainable diet intervention and reduce the world carbon footprint by transitioning from inefficient meat based proteins to plant based proteins. With this business, the Resulting Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... structuring pursuant to the said Scheme is expected, inter alia, to result in value unlocking of respective businesses with ability to achieve valuation based on respective-risk return profile and cash flows. It will attract sector specific investors and strategic partners and providing better flexibility in accessing capital, focused strategy and specialisation for sustained growth and thereby enable de-leveraging of the respective businesses in the longer-term. It will create a structure amenable for raising capital and provide sufficient flexibility to investors and will result in focused management approach for pursuing the growth in the respective business' verticals and de-risk the businesses from each other. x. The Scheme will enable the Applicant Companies to enter a new phase of business with a clean slate and a rational and appropriate capital and asset base which is more commensurate with their earnings and business model. xi. The Scheme will enable the Applicant Companies to pursue and carry on their business and realise the true potential thereof more fully and effectively and will have beneficial results for the Applicant Companies, their shareholders an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th Sections 232(3) of the Companies Act, 2013, for obtaining the sanction of this Hon'ble Tribunal to the Scheme. 3. Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Applicant Companies by the Ld. Senior Counsel, we allow the instant application and make the following orders:- (a) Meetings of the equity shareholders of the Applicant Companies and secured creditors of the Applicant Company No. 1 and unsecured creditors of the Applicant Company No. 2 are dispensed with under Section 230(1) read with Sections 232(1) of the Act in view of all such equity shareholders of the Applicant Companies and 99.99% in value of the secured creditors of the Applicant Company No. 1 and 100% in value of the unsecured creditors of the Applicant Company No. 2 having already considered and given their consent to the Scheme; (b) Since there are nil unsecured creditors of the Applicant Company No. 1 and nil secured creditors of the Applicant Company No. 2, separate meetings of the said unsecured creditors of the Applicant Company No. 1 and secured creditors of the Applicant Company No. 2 to consider the Scheme are not ..... X X X X Extracts X X X X X X X X Extracts X X X X
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