TMI Blog2016 (10) TMI 285X X X X Extracts X X X X X X X X Extracts X X X X ..... d to the Central Govt. Standing Counsel is concerned, quantify the same at ₹ 7,500/per petition. The same may be paid to the learned Standing Counsel appearing for the Central Govt. The petitioner companies are further directed to lodge a copy of this order, the detailed schedule of immovable assets of the Demerged Undertaking of the Demerged Company viz. Manufacturing Division of Amazon Textiles Private Limited 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. The Petitioner companies are directed to file a copy of this order alongwith a copy of the sche ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... segregate activities of the Demerged Company. It intends to focus on Investment Undertaking and Maintenance Undertaking. With this objective in mind, it is proposed to transfer and vest the Manufacturing Undertaking consisting of textile processing and machinery leasing activities in the Resulting Company. The Petitions give in detail the benefits envisaged as a result of the said Scheme. 3. It has been submitted that vide the order dated 27th April, 2016 passed in Company Application No. 200 of 2016, a meeting of the Equity Shareholders of the Demerged Company was dispensed with in light of the consent letters from all of them being submitted. There being no Secured Creditors of the Company a meeting of only the Unsecured Creditors of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Scheme was approved unanimously by the Secured Creditors of the Company, present and casting valid votes at the said meeting. The report dated 5th July 2016, alongwith the affidavit by the Chairman of the meeting have been placed on record for the result of the same. 5. The substantive petitions for the sanction of the scheme were filed by the Demerged Company and Resulting Company which were admitted on 28th July 2016. The notice for the hearing of the petitions were duly advertised in the newspapers Indian Express English daily and Gujarat Samachar, Gujarati daily, both Ahmedabad editions dated 11th August 2016 and the publication in the Government gazette was dispensed with as directed in the said orders. Affidavits dt. 19th Au ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iii)The observation made vide para 2(e) pertains to non disclosure of the complete list of the assets and liabilities which are proposed to be demerged and transferred to the Resulting Company. In this regard, it has been submitted that the petitioner Demerged Company has placed on record the Divisional Financial Statement of the Demerged Company as on 31st March 2016 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. Manufacturing Division which is proposed to be demerged and transferred to the Resulting Company. (iv) The observation of the Regional Director made vide para 2(f) pertains to insufficiency of the Authorised Capit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... essary actions, in case such liability actually arises in such a way so as not to affect its operations as a going concern. (vii)The observation of the Regional Director made vide para 2(i) pertains to the letter dated 11th August 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 presumed that the Income Tax dept. has no objection to the proposed scheme of arrangement. The petitioner companies agree to comply with the applicable provisions of the Income Tax Act and rules. In view of the same, no further dir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Demerged Undertaking of the Demerged Company viz. Manufacturing Division of Amazon Textiles Private Limited 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. 12. 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. 13. Filing and issuance of drawn up order is hereby dispensed with. 14. All concerned authorities to act on a copy of this order along with the scheme duly ..... X X X X Extracts X X X X X X X X Extracts X X X X
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