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TMI Blog2015 (3) TMI 67X X X X Extracts X X X X X X X X Extracts X X X X ..... Greater Noida of Metro Institutes of Medical Sciences Pvt Ltd (hereinafter referred as Demerged Company) into Metsun Healthcare Pvt Ltd (hereinafter referred to as Resultant Company No. 1) and Hilsun Medical Services Pvt Ltd (hereinafter referred as Resultant Company No. 2) (collectively hereinafter referred to as the Petitioner Companies). A copy of the Scheme has been enclosed with the Petition. 2. The registered offices of the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Court. 3. Details with regard to the date of incorporation of Petitioner Companies, their authorized, issued, subscribed and paid up capital have been given in the Petition. 4. Copies of the Memorandum and Articles of Associati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lished in "Business Standard" (English) and "Dainik Bhaskar" (Hindi). Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers. Copies of the newspaper cuttings, in original, containing the publications have also been filed along with the Affidavit of Service. 9. In response to the notice issued in the Petition, Learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit/Report dated 20th March, 2014. Relying on the Scheme of Arrangement, he has stated that, upon sanction of the Scheme, all the employees of the Demerged Busi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 12.2012, whereas the Appointed Date has been fixed as 1.4.2013. 13. In response to above said observation, learned Counsel for the Petitioner Companies submits that the valuation exercise was undertaken during the month of February, 2013 and the latest audited accounts available at that time were for the year ended 31.3.2012. The Petitioner Demerged and Resultant Companies prepared un-audited provisional accounts for the latest period ended 31.12.2012. Accordingly, the Fair value of the Demerged Business was determined on the basis of the Net Assets Value of these divisions as per such financial statements as on 31st December, 2012. Hence, the Appointed Date was fixed as 1st April, 2013. However, the Petitioners submit that the date may be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce Sheet as on 31.3.2013 and Audit Report before the Hon‟ble Court. 19. In response to above said observation, the Petitioner Demerged Company submits that latest Balance Sheet and latest audited Annual Accounts for the year ended 31.03.2013 of all the Petitioner Companies, have been submitted in the Court along with reply affidavit. 20. In view of the aforesaid clarifications, the concerns of the Regional Director have been duly addressed. 21. Mr. Atma Sah, Assistant Registrar of Companies Submits that no further Affidavit is required to be filed and the Affidavit dated 20th March 2014 be treated as an Affidavit in response to modified/revised Scheme. 22. It is directed that the Income Tax Authorities shall be permitted to procee ..... X X X X Extracts X X X X X X X X Extracts X X X X
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