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TMI Blog2010 (8) TMI 921X X X X Extracts X X X X X X X X Extracts X X X X ..... , 1956, to the Scheme of Arrangement between Pantaloon Retail (India) Limited ('PRIL or 'the Demerged Company') and Future Mall Management Limited ('FMML' or 'the Resulting Company No 1') and Future Merchandising Limited ('FML' or 'the Resulting Company No 2') and their respective Shareholders and Creditors ("the Scheme"). 3. The Counsel for the Petitioner Companies state that the said Scheme is presented for demerger of Mall Management Undertaking and Project Management Undertaking of Pantaloon Retail (India) Limited and vesting in Future Mall Management Limited and demerger of Mall Asset Management Undertaking and Food Services Undertaking of Pantaloon Retail (India) Limited and vesting in Future Merchandising Limited and also for variou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e stock exchanges in which the shares of the Demerged Company are listed. (c) The Demerged Company was inspected under section 209A of the Companies Act, 1956 by the Ministry of Corporate Affairs during the year 2007 and pointed out various violations like 259/257/212/310(4 counts)217(2)(a)/217(1)(e)/211(5)(5 counts) 215/147 and 113 of the Companies Act, 1956. The Directors of the Demerged Company have filed compounding applications under section 621A of the Companies Act, 1956 in respect of violation of section 212 of the Companies Act, 1956 and the same is pending for consideration before the appropriate authority. As regards other violations committed by the Demerged Company, reply has been submitted by the company in response to SCN is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l Director's Affidavit is concerned, the Resulting Company No. 1 in paragraph 5 of its affidavit has undertaken to list the equity shares, to be issued to the shareholders of the Demerged Company, on the stock exchanges on which the shares of the Demerged Company are listed as mentioned in Clause 8.6 of the Scheme. The said undertaking is accepted. 8. As regards to the objection at paragraph 6(c) of the Regional Director's Affidavit is concerned, the liberty is granted to the Registrar of Companies / Regional Director / Ministry of Corporate Affairs to initiate necessary penal action against the Demerged Company and its Directors if the said violations are established against the Demerged Company and its directors. 9. As regards to the ob ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aragraph 10 herein above. 12. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 338 of 2010, 339 of 2010 and 340 of 2010 filed by the Demerged Company, Resulting Company No 1 and the Resulting Company No. 2 respectively are made absolute in terms of prayer clauses (a) to (c) of the respective petitions. The Scheme is sanctioned subject to the undertaking given by Petitioner Companies in their affidavit that the current scheme can be given effect only after giving effect to the another Scheme i.e. lodged in Company Scheme Petition No. 341 of 2010 and 342 of 2010 at the first instance of the Demerged Company herein. The Counsel also states that except the said creditors hereinabove, no other credi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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