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TMI Blog2019 (12) TMI 288X X X X Extracts X X X X X X X X Extracts X X X X ..... ibunal, Kolkata Bench, in C.A. (CCA) No. 86/KB/2018 whereby the Tribunal 'National Company Law Tribunal', has rejected the request of the Appellant / Petitioner to approve the proposed scheme of demerger without compliance of the provisions of the Companies Act, 2013. The counsel for the Appellants contends that National Company Law Tribunal, Kolkata Bench earlier passed an order in C.P. (CAA) No. 1099/KB/2018 on 24th January 2019 directing the Appellant / Petitioner to comply with the provisions of Section 131 read with Section 128(1) of the Companies Act, 2013 by order dated 24th January 2019. The Appellant / Petitioner, however, was directed to submit the revised financial statements on 18th March 2019. The Appellant / Petitione ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng and Finance Private Limited, it is understood that the Transferor Company, namely, Prithvi Tea Company Private Limited reserves its right to claim Rs. 7.58 Crores against Doloo Tea Company (India) Limited by stepping into the shoes of original lender Asharam Leasing and Finance Private Limited. It is good to read the clause, which reads as follows :- "It is also agreed by and between the parties that Prithvi is only taking over the liability of Doloo towards Asharam for a sum of Rs. 1.14 Crore without prejudice to the fact that Prithvi after stepping into the shoes of Asharam will continue to have a claim of Rs. 7.58 Crore against Doloo in respect of the outstanding loan" 5. The above being the clause applicable to the applicant Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company Private Limited) has not shown its balance sheet as to the realisable value of the loan, which comes to Rs. 7.58 Crores, and not to Rs. 1.14 Crores, as shown in the balance sheet, and therefore, Appellant was directed to submit revised balance sheet in compliance of the Companies Act, 2013. It is further observed by the Kolkata Bench that in its order dated 24th January 2019 that the Transferor Company should have shown the realisable value of the assets. But the balance sheet of the Transferor Company is contrary to provisions of Section 128(1) of the Companies Act 2013. The financial statement of the Transferor Company as given is not true and fare view state of the affairs of the Company. In the circumstances, the Tribunal by th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... referred which for ready reference is given below: - "Every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company, including that of its branch office or offices, if any, and explain the transaction effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double-entry system of accounting: Provided that all or any of the books of account aforesaid and other relevant papers may be kept at such other place in India as the Board of Directors may decide and where such a decision is taken, the compan ..... X X X X Extracts X X X X X X X X Extracts X X X X
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