GST Helpdesk   Subscription   Demo   New User   Login      
Tax Management India .com
TMI - Tax Management India. Com
What's New Case Laws Highlights Articles News Forum Short Notes Statutory TMI SMS More ...
Extracts
Home List
← Previous Next →

2016 (7) TMI 32 - GUJARAT HIGH COURT

2016 (7) TMI 32 - GUJARAT HIGH COURT - TMI - Scheme of Arrangement in the nature of Demerger and Transfer of the demerged Undertaking - Held that:- The observations made by the Regional Director, Ministry of Corporate Affairs, have been suitably addressed and hence do not survive. This court has come to the conclusion that the present scheme of arrangement is in the interest of its shareholders and creditors as well as in the public interest and the same deserves to be sanctioned. - Prayers .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ION NO. 112 of 2016 With COMPANY PETITION NO. 187 of 2016 In COMPANY APPLICATION NO. 111 of 2016 - Dated:- 23-6-2016 - MR. R.M.CHHAYA, J. FOR THE PETITONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN, CENTRAL GOVERNMENT STANDING COUNSEL for MR DEVANG VYAS, ASSISTANT SOLICITOR GENERAL COMMON ORAL JUDGMENT 1. These are the petitions filed by two companies viz. City Tiles Limited and Airona Tiles Limited, for the purpose of obtaining the sanction of this court to a Scheme of .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

tiles and vitrified tiles. Airona Tiles Limited, the Petitioner Resulting Company has been incorporated recently with the objects of carrying on the business of manufacturing ceramic tiles. It is envisaged that the Resulting Company shall undertake the commercial activities of the Demerged Undertaking of City Tiles Limited, upon the scheme being effective. The proposed Scheme of Arrangement is proposed in order to segregate activities of the Demerged Company pertaining to different products. It .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

scheme. The Restructuring of the Capital of the Demerged Company is envisaged in form of Utilisation of the Securities Premium Account for the purpose of adjusting the net asset value of the demerged undertaking. The said proposal is covered under the provisions of Sec. 78 read with Sec. 100 to 103 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013. However, the same being consequential in nature is proposed as an integral part of the proposed scheme. The proposal does not inv .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

4. It has been submitted that vide the said order dated 23rd March 2016 passed in Company Application No. 112 of 2016, separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Demerged Company were directed to be convened for the purpose of obtaining their approval to the proposed scheme. Pursuant to the directions, separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Demerged Company were duly convened and held on 2 .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

111 of 2016, the meeting of the Equity Shareholders of the company was dispensed with in view of the consent letters placed on record. There are no Secured and/or Unsecured Creditors of the Resulting Company. 6. The substantive petitions for the sanction of the scheme were filed by the Demerged Company and Resulting Company which were admitted on 5th May 2016. The notice for the hearing of the petitions were duly advertised in the newspapers Indian Express , English daily and Sandesh , Gujarati .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

tral Government, appear for Mr. Devang Vyas, learned Assistant Solicitor General. An affidavit dt. 9th June 2016 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby some observations are made. 8. Attention of this court is drawn to the Additional Affidavit dated 21st June 2016, filed by Mr. Rameshbhai L. Patel, Director of the Demerged Company whereby all the above issues have been dealt with. I have further heard submis .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

submitted that the petitioner Demerged Company has placed on record the Divisional Financial Statement of the Demerged Company with the petition itself as ExhibitB1. Perusal of the same makes it clear that there is a clear columnar bifurcation with regard to the Demerged Undertaking, viz. Ceramic Division which is proposed to be demerged and transferred to the Resulting Company. (iii)Vide Para 2(d) of the affidavit, it has been observed by the Regional Director that the clause 7.3 of the Scheme .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

the Companies Act, 1956 also provides that if the practice adopted for such accounting entry, varies from the said standard, necessary disclosure should be made in the financial statements. The said issue is already settled by several decisions of various High Courts, including the Gujarat High Court. The petitioner has undertaken and it is hereby directed that in case of deviation from the applicable accounting standard or practice, the Resulting Company shall make necessary disclosures in its .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

not necessary. In view of the same no directions are required to be issued to the Petitioner Companies. (iv) The observation of the Regional Director made vide para 2(e) pertains to the letter dated 18th May 2016 sent by the Regional Director to the Income Tax Department to invite their objections, if any. Since no response is received from the said department and the statutory period of 15 days as envisaged by the relevant circular of the Ministry of Corporate Affairs is over, it can be presum .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

o other objection except the above. 9. Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits, undertakings provided vide the additional affidavit dated 21st June 2016, I am satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, have been suitably addressed and hence do not survive. This court has come to the conclusion that the present scheme of arrangement is in the interest of .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

 

 

 

 

 

Latest Notifications:

    Dated      Category

20-7-2017 Cus (NT)

18-7-2017 IT

18-7-2017 CE (NT)

18-7-2017 CE

18-7-2017 GST CESS Rate

15-7-2017 Kerala SGST

14-7-2017 Andhra Pradesh SGST

14-7-2017 Cus (NT)

14-7-2017 Cus

13-7-2017 Co. Law

13-7-2017 Co. Law

13-7-2017 ADD

13-7-2017 ADD

12-7-2017 Jammu & Kashmir SGST

12-7-2017 Gujarat SGST

12-7-2017 Gujarat SGST

12-7-2017 CGST Rate

12-7-2017 UTGST Rate

12-7-2017 UTGST Rate

12-7-2017 IGST Rate

More Notifications


Latest Circulars:

19-7-2017 Income Tax

18-7-2017 Customs

17-7-2017 Customs

14-7-2017 Income Tax

13-7-2017 Central Excise

13-7-2017 Customs

13-7-2017 Central Excise

13-7-2017 Customs

7-7-2017 Income Tax

7-7-2017 Goods and Services Tax

More Circulars



|| Home || Acts and Rules || Notifications || Circulars || Schedules || Tariff || Forms || Case Laws || Manuals ||

|| About us || Contact us || Disclaimer || Terms of Use || Privacy Policy || TMI Database || Members || Site Map ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.

Go to Mobile Version