TaxTMI 
TaxTMI 
2020 (2) TMI 1721
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....rector, Western Region, Mumbai ("Regional Director"). No shareholder or creditor of the Petitioner Companies has appeared before this Tribunal to oppose the present Company Scheme Petition. 2. The Learned Counsel for the Petitioner Companies submits that the Company Scheme Petition has been filed to seek sanction to the Scheme of Arrangement between Huntsman International (India) Private Limited and Huntsman Advanced Materials Solutions Private Limited and their respective shareholders ("Scheme") pursuant to the provisions of Sections 230 - 232 of the Companies Act, 2013. 3. The Counsel for the Petitioner Companies submits that the proposed Scheme provides for the demerger of the Demerged Undertaking (as defined in the Scheme) of the Peti....
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....e conveniently and advantageously with greater focus and attention through separate companies; (ii) The Demerged Business and the Remaining Business (as defined in the Scheme), being specialized in their nature of operation, require independent focused attention of the management with special skills and strategic alliances in order for each to be run more efficiently and to achieve the desired growth. The respective undertakings have significant potential for growth independently and therefore, segregation of businesses has become an important commercial requirement to maximise such potential. (iii) The demerger will enable the Petitioner Companies to pursue independent business strategies with greater freedom inter alia, including purs....
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....oposed scheme to be considered by the Hon'ble NCLT are as under: (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 1" means September 27, 2019, and "Effective Date" means the date on which the last of conditions referred to in Clause 20 hereof have been fulfilled. In this regard, it is submitted that Section 232 (6) of the Companies Act, 2013 states that the scheme under this section shall clearly indicate an appointed date from which shall be effective and the scheme shall be deemed to be effective fr....
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....filed an affidavit dated February 13, 2020 ("Affidavit") with this Tribunal on February 13, 2020 and a copy of the Affidavit has been served on the Regional Director on February 14, 2020. The responses of the Petitioner Companies to the observations made by the Regional Director in its Report in their Affidavit are as under. 9. So far as the observation in sub paragraph (a) of the Report is concerned, the Petitioner Company 1 and Petitioner Company 2 submit that in addition to compliance of AS 14 (IND AS - 103), the Petitioner Company 1 and Petitioner Company 2 undertake to pass such accounting entries as may be necessary in connection with the Scheme to comply with other applicable accounting standards such as AS - 5 (IND AS - 8). 10. So....
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....tatutory auditors in compliance under Section 230 read with 232 of the Act and have filed them with the Hon'ble Tribunal: (i) as Exhibit I-1 and I-2 to the Company Scheme Application CA (CAA) 3763/MB/2019; and (ii) as Exhibit I and Exhibit J to the Company Scheme Petition CP (CAA) 191/MB/2020. The Petitioner Companies have annexed these certificates as Annexure A and Annexure B to the Affidavit. 13. So far as the observation in sub paragraph (e) of the Report is concerned, the Petitioner Companies submit that notices under Section 230(5) of the Companies Act, 2013 have been served upon the concerned regulatory authorities as directed by the Hon'ble Tribunal vide its order dated November 28, 2019. In this regard the Petitioner Companies hav....