IN THE NATIONAL COMPANY LAW TRIBUNAL

KOLKATA BENCH-(Court-II)

KOLKATA

C.P.(CAA) No.84/ KB/2022

Connected With

C.A.(CAA) No.16/KB/2022

A Petition under Section 230 to 232 and other Applicable provisions of the Companies

Act, 2013, Companies (Compromises, Arrangements and Amalgamations) Rules, 2016;

In the Matter of:

MCPI Private Limited, a Company incorporated under the Companies Act, 1956 and

being a Company within the meaning of the Companies Act, 2013 having (CIN:

U24299WB1997PTC088796) having its registered office at Bengal Eco Intelligent Park,

Tower-1, Block-EM, Plot No – 3, Salt Lake City Sector-V, 3rd Floor, Kolkata 700091.

And

Aculead (India) Private Limited, a Company incorporated under the Companies Act,

2013 having (CIN: U74900WB2015PTC209062) and having its registered office at 9B,

Wood Street, 4th Floor, Kolkata 700016.

In the Matter of;

1. MCPI Private Limited

2. Aculead (India) Private Limited

. . . . . Petitioners

Date of Hearing: 26/09/2022

Date of pronouncing the order: 28/10/2022

Coram:

Shri Rohit Kapoor

:

Member (Judicial)

Shri Balraj Joshi

:

Member (Technical)

Counsel on Record for the Petitioners:

Mr. Ratnanko Banerji, Sr. Advocate

Mr. D N Sharma, Advocate

C.P.(CAA) No.84/ KB/2022

Connected With

C.A.(CAA) No.16/KB/2022

Page 2 of 13

Ms. Rusha Mitra, Advocate

Mr. N. G. Khaitan, Advocate

Mr. Keshav Tiberewalla, Advocate

Mr. Harihara Sahoo, Joint Director

:

For RD(ER), MCA

O R D E R

Per; Balraj Joshi, Member (Technical);

1. The instant petition has been filed under Section 230(6) read with Section 232(3) of the

Companies Act, 2013 (“Act”) for sanction of the proposed Scheme of Arrangement

between MCPI Private Limited, being the Petitioner Company No.1 above named

(hereinafter referred to as "Demerged Company") and Aculead (India) Private Limited,

being the Petitioner Company No.2 abovenamed (hereinafter referred to as "Resulting

Company") and their respective shareholders and creditors whereby and whereunder it is

proposed to reorganize and reconstruct the said companies by demerging the Demerged

Undertaking 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. The Petition herein has now come up for final hearing. Learned Senior Advocate for the

Petitioners submits as follows: -

(a)

The said demerger will result in the creation of two highly focused and robust

entities being the Demerged Company having interests only in its PTA business;

and the Resulting Company focusing, exploring, and foraying into new business

segments. On the one hand, the demerger will allow the Demerged Company to

pursue plans and proposals for its remaining undertaking of PTA business

segments and assets and focus on running, growth, and development thereof more

effectively, conveniently and advantageously with greater focus and attention to

meet competition and capitalize on growth opportunities available to it. On the

other hand, the demerger will enable optimum running, growth, and development

of the Demerged Undertaking of the Demerged Company through the Resulting

Company with greater economies of scale, more efficient utilization of their

C.P.(CAA) No.84/ KB/2022

Connected With

C.A.(CAA) No.16/KB/2022

Page 3 of 13

combined resources and improvement in various other operating parameters.

Additionally, the Resulting Company would hold strategic investment in Haldia

Petrochemicals Limited which is proposed to be demerged from the Demerged

Company along with the present logistics and strategic consultancy business of the

Demerged Company as part of the Demerged Undertaking. The same will also help

the Resulting Company to consolidate its financial position and emerge as a larger

and stronger Company.

(b)

The Scheme will enable the respective businesses to be pursued and carried on

more convenient