TMI Blog2016 (10) TMI 466X X X X Extracts X X X X X X X X Extracts X X X X ..... s of paragraph 16(a) of the Company Petition No. 366 of 2016 are hereby granted. The petitions are disposed of accordingly. So far as the costs to be paid to the Central Govt. Standing Counsel is concerned, quantify the same at ₹ 10,500/per petition. The same may be paid to the learned Standing Counsel appearing for the Central Govt.The petitioner company is further directed to lodge a copy of this order alongwith the schedule of immovable assets of the Demerged Undertaking of the Demerged company as on the date of this 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 th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vatives etc. It has also undertaken real estate activities. The commercial activities are clearly segregated between two undertakings viz. SEZ Undertaking situated at Sachin, Surat which is exclusively engaged in activities of jewellery and bullion. All other activities are undertaken under the Trading Undertaking. Whereas the Resulting Company , Shroff Wholesome Living Farms Private Limited is currently a dormant company. It has been realised that the activities undertaken by the two undertakings of the Demerged Company ae very distinct and require different strategies for the future growth. The Demerged company intends to focus on the SEZ undertaking and has proposed demerger and transfer of all activities other than SEZ undertaking to th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Equity and Preference Shareholders were dispensed with in view of the written consent letters approving the scheme being placed on record. There were no Secured and/or Unsecured Creditors of the Resulting Company. 6. The substantive petitions for the sanction of the scheme were filed by the petitioner Companies and the same were admitted on 16th August 2016. The notice for the hearing of the petitions were duly advertised in the Ahmedabad editions of English daily Times of India , English daily and Divya Bhaskar , Gujarati daily dated 29th August 2016, and the publication in the Government gazette was dispensed with as directed in the said orders. Pursuant to the said publication in the newspapers, no objections were received by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... scheme. Further Clause 9.2 proposes the adjustment of the value of the demerged undertaking in the books of the Demerged Company and Clause 9.6 proposes the treatment in the books of the Resulting Company. It has been submitted that the proposed treatment is in consonance with the accounting principles and in case of deviation, the Resulting Company shall make the requisite disclosures in the first financial statements after the scheme is made effective. In view of the same, no further directions are required to be issued. (iii) The Regional Director has also observed that utilisation of Securities Premium Account for the adjustment of the net asset value of the Demerged Undertaking is not permissible under Section 52 of the Companies A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to non disclosure of the list of assets and liabilities of the Demerged Undertaking, being transferred to the Resulting Company. In this regard, a summary of the net assets of the Demerged Undertaking has been placed on record and it has been clarified that complete list of the immovable assets of the Demerged Undertaking as on the date of the sanction of the Scheme shall be submitted as Schedule with the final order. (v) The observation of the Regional Director made vide para 2(e) pertains to the letter dated 1st September 2016 sent by the Regional Director to the Income Tax Department to invite their objections, if any. No reply has been received in this regard and since the statutory period of 15 days as envisaged by the relevant circ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... osed of accordingly. So far as the costs to be paid to the Central Govt. Standing Counsel is concerned, I quantify the same at ₹ 10,500/per petition. The same may be paid to the learned Standing Counsel appearing for the Central Govt. 12. The petitioner company is further directed to lodge a copy of this order alongwith the schedule of immovable assets of the Demerged Undertaking of the Demerged company as on the date of this 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 company is directed to file a copy of this order alon ..... X X X X Extracts X X X X X X X X Extracts X X X X
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