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TMI Blog2021 (6) TMI 743X X X X Extracts X X X X X X X X Extracts X X X X ..... with the present CA are taken on record and accordingly, CA No. 117/2020 stands disposed of. CA No. 431/2020: The instant CA has been filed to place on record the list of appeals filed by the Demerged Company in respect to the demands being raised by the Income Tax Department in their Report and also an undertaking by the Demerged Company to pay all the outstanding demands, if any, that may be found due/payable pursuant to the completion of the above stated proceedings/appeals. In the circumstances, the affidavit attached with the present CA is taken on record and accordingly, CA No. 431/2020 stands disposed of. CP (CAA) No. 31/Chd/Hry/2019: This is a joint Second Motion Petition filed under Sections 230-232 of the Companies Act, 2013 (for short the 'Act') filed by the Petitioner Companies in terms of Rule 15 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'Rules') for the sanction of Scheme of Arrangement between Blaser Swisslube India Private Limited (Petitioner Company 1/Demerged Company/BSIPL) and Blaser Swisslube Solutions Private Limited (Petitioner Company 2/Resulting Company/BSSPL), The joint petition is maintainable i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e authorities to whom notice has been given on or before the date of hearing fixed herein may be filed, failing which it will be considered that there is no objection to the approval of the Scheme on the part of the authorities by this Tribunal and subject to other conditions being satisfied as may be applicable under the Companies Act, 2013 and relevant rules framed thereunder. In addition to the above public notice, the applicant company shall serve the notice of the petition on the following Authorities namely, (a) Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs, New Delhi (b) Registrar of Companies, Delhi and Haryana, (c) Income Tax Department through the Nodal Officer - Principal Chief Commissioner of Income Tax, NWR, Aaykar Bhawan, Sector 17-E, Chandigarh by mentioning the PAN of the companies; d) Official Liquidator, along with copy of this petition by speed post immediately and to such other Sectoral Regulator(s) who may govern the working of the Applicant Company involved in the Scheme. The petitioner-companies shall at least 7 days before the date of hearing of the petition file an affidavit of service regarding paper publ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or inquiry has been conducted in respect of the petitioner companies. 11. The Registrar of Companies (RoC) has filed also its report vide Diary No. 1128 dated 18.06.2020. It is reported that on the basis of the Scheme of Arrangement along with the annexures as provided, records maintained, documents filed by the concerned Company from time to time and in terms of the provisions of Section 230(5) of the Companies Act, 2013, the RoC has no adverse observations to the extent of the proposed scheme within the relevant provisions of the Companies Act, 2013. 12. Mr. O.P. Sharma, Official Liquidator (OL), has also filed its report vide Diary No. 1065 dated 10.02.2020. It is submitted that the petitioner companies do not have any pending litigation that would impact their financial position and these companies also did not have any long term contracts including derivative contracts for which there were any material foreseeable losses. It is also submitted that there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the petitioner companies. 13. The Income Tax Department has filed its report vide Diary No. 00783/1 dated 03.07.2020. It ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aws). In the event that the legal proceedings referred to herein require Demerged Company and Resulting Company to be jointly treated as parties thereto, Resulting Company shall be added as a party to such proceedings and shall prosecute and defend such proceedings in co-operation with Demerged Company. In the event of any difference or difficulty in determining as to whether any specific legal or other proceedings relate to the Demerged Undertaking or not, a decision jointly taken by the Board of Directors of Demerged Company and Resulting Company in this regard, shall be conclusive evidence of the matter. 17. The Share Entitlement Ratio under the Scheme has been determined in accordance with the Report dated 20.05.2019 issued by Price Waterhouse & Co. LLP, Chartered Accountants, wherein the following ratio has been proposed:- "01 (one) Equity Share of the face value of Rs. 10 each of BSSPL (Resulting Company) credited as fully paid up to the Equity Shareholders of BSIPL (Demerged Company) for every 01 (one) Equity Share of face value of Rs. 10/- each held in BSIPL (Demerged Company)." 18. It is deposed that both the petitioner companies are private companies and are not liste ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ged Company shall be transferred to the Resulting Company in terms of the 'Scheme'; and v) That the Resulting Company shall, without further application, allot to the existing members of the Demerged Undertaking of the Demerged Company shares of Resulting Company to which they are entitled under the said Scheme of Arrangement: and vi) That the fee, if any, paid by the Demerged Undertaking of the Demerged Company on its authorized capital shall be set off against any fees payable by the Resulting Company on its authorized capital subsequent to the sanction of the 'Scheme'; and vii) That the Resulting Company shall deposit an amount of Rs. 75,000/- with the Pay and Accounts Office in respect of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi and Rs. 15,000/- with PM CARES Fund and Rs. 10,000/- in favor of 'The Company Law Tribunal Bar Association', Chandigarh within a period of four weeks from the date of receipt of the certified copy of this order. viii) That the Petitioner Companies shall, within 30 days after the date of receipt of this order, cause a certified copy of this order to be delivered to the Registrar of C ..... 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