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TMI Blog2015 (3) TMI 989X X X X Extracts X X X X X X X X Extracts X X X X ..... referred to as Resulting Company No. 2) and Sunnyvale Private Limited (hereinafter referred to as Resulting Company No. 3) (hereinafter referred to as 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 Association as well as the latest audited Annual Accounts for the year ended 31st March, 2013 of the Petitioner/Demerged Company have also been enclosed with the Petition. As the Resul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 newspaper. Copies of the newspaper cuttings, in original, containing the publications have also been filed along with the Affidavit of Service. 9. The Regional Director has stated that, upon sanction of the Scheme, all the employees of the Demerged Company engaged in the Demerged undertaking shall become the employees of the Resulting Companies without any break or interruption in their services. Further submits that despite notice, the Income Tax Authorities has not raised any observation with regard to the Scheme. 10. The Learned Regional Director has, in it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s Court in CO.PET. 619/2013, Prime Electric Ltd. and Anr., dated 14.03.2014 wherein it has been held as under:- "Further, with regard to the observation of the Regional Director regarding that the Appointed Date in the Scheme is prior to incorporation of the Resulting Company; the Petitioner Companies have submitted that the Appointed date (i.e. 01.04.2012) has been fixed only for the purpose of identification and quantification of the assets and liabilities pertaining to the Demerged Undertaking belonging to Petitioner Company-I and the said identification is based on the balance sheet as at 31.03.2012 which was filed along with CA (M) No. 118 of 2013 before this High Court. Further it is stated that all the assets and liabilities pertain ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e ascertained as whether there is non compliance of the provisions of sections 295& 297 of the Companies Act 1956. 19. In response to the aforesaid observation, the Petitioner Companies in their reply submit that the Auditor had given the details of such transactions in its Notes on Financial Statements for the Year Ended 31st March, 2013 and Notes on Financial Statements for the Year Ended 31st March, 2012. The same have been filed with balance sheets provided to the Regional Director. However, the said Balance Sheets along with certificate from the Chartered Accountant stating that the said sheet was part of Balance Sheet but the person uploading the Balance Sheet has not uploaded the same and are placed on record with reply to the repre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nal Director has further stated that the certain assets/shares to be transferred to the Resulting Companies do not appear in the Balance Sheet as on 31st March, 2013 and it is not clear whether the same appears in the records of the company as on 1st October, 2013. 25. In response to the aforesaid observation, the Petitioner Companies in their Reply, submit that majority of the assets/shares appear in the balance sheet and some of the shares/assets etc. were purchased during the period from 1st April, 2013 and 31st August, 2013. The details of assets appearing in Balance Sheet and purchased after 1st April, 2013 are shown in the annexure filed with reply to the representation of the Regional Director. 26. In view of the aforesaid clarific ..... X X X X Extracts X X X X X X X X Extracts X X X X
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