TMI Blog2016 (7) TMI 343X X X X Extracts X X X X X X X X Extracts X X X X ..... Limited and Demerger and Transfer of Portfolio Investment Undertakings of Four Demerged/ Transferor companies viz. Akshar Estates Private Limited, Bar Magnet Investment Private Limited, Mas Chemicals Industries Private Limited, Samurai Holdings Private Limited to Resulting Company viz. Opel Securities Private Limited, Amalgamation of the Residue Undertakings of the Four Demerged Companies and 28 other Transferor Companies viz. Akshat Consultancy Limited, Alokik Agri Farms Private Limited, Anahat Buildcon Private Limited, Atik Land Developers Private Limited, Atire Land Developers Private Limited, Auxin Buildcon Private Limited, Bar Magnate Holdings Private Limited, Billet Estates Private Limited, Brahma Farms Cultivators Private Limited, Camet Buildcon Private Limited, Clariant Buildcon Private Limited, Cony Realty Private Limited, Corbel Developers Private Limited, Croma Financial Services Private Limited, Denis Trades And Investments Private Limited, Epistyle Propcon Private Limited, Euroknit International Limited, Fillet Realty Private Limited, Fuji Finance Private Limited, Gabriel Trading Private Limited, Gama Fabric Sales Private Limited, Khadayata Decor Limited, Lovely Cons ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... om all of them, approving the proposed scheme, being placed on record. The meeting of the Sole Secured creditor was dispensed with accepting the contention that the rights and interest of the Secured Creditor are not affected due to the Scheme. However, it was undertaken in compliance with the contractual terms with the said Secured Creditor, his approval shall be obtained and placed on record before the final sanction of the Scheme. The said consent letter of the sole Secured creditor was placed on record alongwith the Petition. Vide a further order dated 22nd June 2016, passed in the Company Application No. 278 of 2016, the meeting of the Preference Shareholders of the Transferee was dispensed with as the consent letters of the sole Preference Shareholder had also been placed on record alongwith the Company Application No. 186 of 2016. 5. The substantive petitions for the sanction of the scheme were filed by these companies which were admitted on 6th May 2016. The notice for the hearing of the petitions were duly advertised in the newspapers being Indian Express , English daily and Sandesh , Gujarati daily both Ahmedabad editions of 29th May 2016 and the publication in the G ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the learned counsel appearing for the Central Govt. and Mrs. Swati Soparkar, learned advocate appearing for the petitioners as follows: (i) It has been submitted that observations made vide para 2(a) and (b) are factual statements and do not require any response. (ii) The observation of the Regional Director made vide para 2(c) pertains to the non disclosure of the assets and liabilities of the Demerged Undertakings of the four demerged companies being demerged and transferred to two Resulting Companies in the Scheme. In this regard, it has been pointed out that all the four petitioner Demerged Companies have already placed on record the relevant details in form of the Divisional Balance Sheets of the Demerged Companies clearly indicating the assets and liabilities of the respective Demerged Undertakings being transferred to respective Resulting Companies as well as the Residue Undertakings being amalgamated with the Transferee Company as Exhibit B1 to the respective petitions. In view of the same, it will not be necessary to issue any further directions in this regard. (iii)The observation of the Regional Director made vide para 2(d) pertains to the proposed Accounting T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... made vide para 2(f) pertains to the investment activity undertaken by the Petitioner Resulting Company2. It has been observed by the Regional Director that since the company is registered with RBI as NBFC, copy of NOC from RBI should be submitted and further the petitioner company be directed to comply with the guidelines issued by RBI. In this regard, it has been submitted by the Petitioner that under the applicable RBI guidelines, the prior approval to the Scheme is not required. It has been undertaken on behalf of the Resulting Company2 that upon Scheme being effective it shall comply with all applicable guidelines issued by RBI. (vi) The observation made vide para 2(g) pertains to the discrepancy in the address of the Registered Office of one of the petitioner Transferor companies, viz. Fuji Finance Private Limited, as mentioned in the Scheme and the petition vis a vis the said information on MCA Portal. It is hereby respectfully submitted that the same is result of an unintentional error. Since the address as mentioned in the scheme and the petition is the correct one, the petitioner company has already initiated the process to update the information on MCA portal. (vii) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itor General appearing for the Central Govt. Costs to be paid to the Office of the Official Liquidator is quantified at ₹ 2,500/- per petition payable only by the Transferor Companies. The same may be paid to the Office of the Official Liquidator. 12. The petitioner companies are further directed to lodge a copy of this order, the detailed schedule of immovable assets of the respective Demerged Undertakings of the Demerged Companies being transferred to respective Resulting Companies as well as the respective Undertakings of the Transferor Companies being transferred to the Transferee Company as on the date of the order and the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order. 13. The Petitioner companies are directed to file a copy of this order alongwith a copy of the scheme with the concerned Registrar of Companies, electronically, along with INC28 in addition to physical copy as per relevant provisions of the Act. 14. Filing and issuance of drawn up order is hereby dispensed with. 15. All co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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