TMI Blog2016 (10) TMI 516X X X X Extracts X X X X X X X X Extracts X X X X ..... pital of Aura in form of the utilization of securities Premium as well as Reduction of Issued, Subscribed and Paid Up Equity Share Capital is specifically sanctioned. The minute under Sec. 103 is hereby approved. Prayers in terms of paragraph 15 (a) of the Company Petition paragraph 16(a) in case of Company Petition No. 277 and 278 of 2016 are hereby granted. - COMPANY PETITION NO. 275, 278, 275, 278 of 2016 In COMPANY APPLICATION NO. 255, 258, 379, 382 of 2016 - - - Dated:- 7-10-2016 - MR. R.M.CHHAYA, JJ. FOR THE PETITIONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR DEVANG VYAS, ASSISTANT SOLICITOR GENERAL OF INDIA with MR KSHITIJ AMIN, CENTRAL GOVERNMENT COUNSEL COMMON ORAL JUDGMENT 1. These petitions are heard along with Company Applications, whereby the petitioner has sought to amend the scheme as prayed for. The learned Central Government Counsel appearing for the Regional Director was served with the copy and the Regional Director has also filed his response to the amendment as well. 2. These are the petitions filed by the petitioner companies for sanction of a Composite Scheme of Arrangement involving demerger and transfer of the Demer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rial and other expenditure; Rationalization, standardization and simplification of business processes leading to increase in operational feasibility in future, reduction of multicompany inefficiencies and optimal utilization of resources. 4. Further, vide clause 24 of the scheme, in case of Aura, the Demerged Company1, restructure of its Share Capital is proposed in order to make its Balance Sheet realistic upon the demerger and transfer of the Demerged Undertaking. The company has proposed the restructure in form of utilization of its Securities Premium Account as well as Reduction of Issued, Subscribed and Paid up Share Capital; for adjusting the value of the net assets of the Demerged undertaking in its books of accounts. The said proposal is be 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, this being consequential in nature is proposed as an integral part of the proposed scheme of arrangement. Similarly, in case of Mayurprakash and Avadh, the Resulting and the Transferee Company, the shares of these companies as held by Aura shall be cancelled by operation of law and resul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l 2016 to 1st July 2016. The second amendment is proposed in Clause 34.1 of the Scheme pertaining to the Accounting Treatment in the books of Avadh, the Transferee Company for the transfer of the residue undertaking of Aura by way of amalgamation. The recommendation of the Statutory Auditor and the copies of Board Resolution for all the companies were placed on record. The fresh consent letters of all the Equity and Preference Shareholders of all the companies were placed on record. It has been submitted that the proposed amendments do not affect the rights and interests of any concerned parties and it is in the interest of the justice that such amendments are granted at the time of sanctioning the proposed Scheme. Aura, The petitioner Demerged/ Transferor company which is proposed to be dissolved after the amalgamation of the residue undertaking with Avadh, submitted the Audited Financial statements of the Company as at 30th June 2016 to the Official Liquidator and its Chartered Accountant for the scrutiny of the same alongwith the amendment applications. The copy of the said amendment applications were also served on the Regional Director for their observations. 8. Notice of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... same, it is not necessary to issue any further directions to the petitioners. (iii)The observation of the Regional Director made vide para 2(e) pertains to the qualification of the Statutory Auditor for non compliance of AS_1 in case of Anagram Knowledge Academy Limited as the accumulated losses of the company has far exceeded the Capital base. In this regard, it has been submitted that upon the Scheme being effective, the said Petitioner Company will bring in Additional Capital to comply with the condition of Going Concern in future date. For the purpose, the Promoter of the Company has given Unsecured Loan to the Company. The other observation pertains to updation of the records of the fixed assets of this company. It has been undertaken by the said Petitioner Company to do the needful at the earliest. However, it is also submitted that these lapses does not in any way impair the proposed Composite Scheme of Arrangement and hence are not material issues for consideration of the Scheme to be sanctioned. Since the aforesaid are the qualifications of the statutory auditor, the same have already been disclosed to all the stakeholders. (iv) The observation of the Regional Dir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Scheme. In this regard, it has been submitted that such transfer of the Authorised Capital is not in contravention of any applicable provisions of law and the same has been granted in a series of Schemes as sanctioned by the Hon ble court. (viii)The observation of the Regional Director made vide para 2(j) pertains to the Change of Name proposed for Mayur Prakash Trading and Commercial Private Limited, the Resulting Company as proposed vice clause 36 of the said Scheme. In this regard, it has been submitted that the same shall be carried out subject to the approval about the availability of the name by Registrar of Companies. It has been further clarified that the Petitioner shall pay the requisite payments of fees and/or charges for the proposed alteration. The petitioners further agreed to pay the applicable stamp duty on the transfer of assets pursuant to the order of this Hon ble court, sanctioning the scheme. (ix) The observation of the Regional Director made vide para 2(k) pertains to the letter dated 12th July 2016 sent by the Regional Director to the Income Tax Department to invite their objections, if any. Since no reply is received from the said department in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is hereby approved. Prayers in terms of paragraph 15 (a) of the Company Petition No. 276, paragraph 16(a) in case of Company Petition No. 277 and 278 of 2016 are hereby granted. 14. The petitions are disposed of accordingly. So far as the costs to be paid to the Central Govt. Standing Counsel is concerned, the same are quantified at ₹ 7,500/per petition. The same may be paid to the counsel appearing for the Central Govt. Cost of ₹ 7,500/be paid to the Office of the Official Liquidator towards cost for the Transferor Company. 15. The petitioner companies are further directed to lodge a copy of this order, the detailed schedule of immovable assets of the Demerged Undertakings of two Demerged Companies as well as Residue Undertaking of the Transferor Company 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. 16. The Petitioner companies are directed to file a copy of this order alongwith a copy of the Modified Scheme with the concerned Registrar of Companies, electronically, along with IN ..... X X X X Extracts X X X X X X X X Extracts X X X X
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