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TMI Blog2022 (8) TMI 372X X X X Extracts X X X X X X X X Extracts X X X X ..... , J. ( Member ( J ) ) 1. Under consideration Joint Company Petition filed by the Petitioner Companies above named for the purpose of the approval of the Scheme of Arrangement, as contemplated between the Petitioner Companies viz. MIL Industries Limited (for brevity Demerged Company ) and MIL Industries Aerospace Limited (for brevity Resulting Company) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013(hereinafter 'the Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter 'the Rules') pursuant to the Scheme of Arrangement (hereinafter the 'SCHEME') proposed between the Companies and the said Scheme is also annexed at Annexure-5 to the typed set filed along with the application in CP/CAA/51/CHE/2022. 2. The Registered office address of the Demerged Company is situated at Chennai, Tamil Nadu and falls within the jurisdiction of NCLT Chennai Bench. The Demerged Company had filed a company application bearing CA/CAA/793/CHE/2020, before the NCLT, Chennai Bench and directions were issued vide order dated 17.11.2021. 3. 1st Moti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... acting different set of investors, strategic partners, lenders and other stakeholders. There are also differences in the manner in which each of these businesses are required to be handled and managed. This Scheme will enable the Demerged Company and the Resulting Company to manage the businesses efficiently and independently. c) The proposed implementation of this Scheme will provide: enhanced strategic flexibility to build a vibrant industrial platform; will provide a dedicated management focus and accelerate the growth of the respective businesses; and access to varied sources of funds for rapid growth of both the businesses d) The Scheme would not have any adverse effect on either the shareholders, or the employees or the creditors of both the Companies e) The transfer and vesting of the Demerged Undertaking into the Resulting Company would be in the best interests of both the shareholders of the Demerged Company and the Resulting Company as it would result in enhanced value for the shareholders and allow focussed strategy in the operation of the Demerged Undertaking and the remaining business of the Demerged Company. Pursuant to the Scheme a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme, the Appointed Date is 15.11.2019, which is ante- dated beyond a year and is not in accordance with Section 232(6) of the Companies Act, 2013. It is prayed that Hon'ble NCLT, Chennai may direct the applicants to revise the Appointed Date or may determine an Appointed Date, as it thinks fit. It has been further submitted that as per the report of the RoC, Chennai, the Demerged Company and the Resulting Company have filed its statutory returns up to 31.03.2021 and in respect of the Applicant Companies no prosecution filed, no complaints pending and no inspection/investigation has been conducted. Accordingly, the RD, as recorded in paragraph 12 of the said report, has decided not to make any objection to the scheme. 7.3. Thus, after examining the Scheme, except the observations as made in para 3 of the Report, the Regional Director in their Report has stated that they have decided not to make any objection to the Scheme. 7.4. In relation to the objections raised by the RD, it is seen that Applicant Companies has filed a Memo dated 14.07.2022 vide SR No. 4295 stating that the Appointed Date in respect of the Scheme can be fixed as 1st April 2022 instead of 15.11.2019. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fying the Accounting Treatment of Applicant Companies is placed at Annexure 15 to the typed set filed along with the Application in CA/CAA/793/CHE/2020. 10. Observations of this Tribunal 10.1. After analyzing the Scheme in detail, this Tribunal is of the considered view that the scheme as contemplated amongst the petitioner companies seems to be prima facie beneficial to the Company and will not be in any way detrimental to the interest of the shareholders of the Company. In view of absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal sanctions the Scheme of Arrangement appended as Annexure 5 along with CP/51/CAA/2022. 10.2. The Learned Counsel for the Petitioner companies submitted that no investigation proceedings are pending against the Demerged Company or Resulting Company under the provisions of the Companies Act, 1956 or the Companies Act, 2013 and no proceedings against the petitioner companies for oppression or mismanagement have been filed before this Hon'ble Tribunal or erstwhile Company Law Board. 10.3. Notwithstanding the above, if ther ..... X X X X Extracts X X X X X X X X Extracts X X X X
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