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TMI Blog2021 (8) TMI 848X X X X Extracts X X X X X X X X Extracts X X X X ..... rties. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition. 3. The sanction of the Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013 for the demerger of the Industrial Gear Box Division Undertaking (defined hereinunder) of the Essential Power Transmission Pvt Ltd ("Demerged Company") vesting in Esenpro Power Transmission Private Limited (the "Resulting Company"). 4. The Learned Authorised Representative for the Petitioner Companies states that the Board of Directors of the respective Petitioner Companies at their Board Meetings held on February 21, 2020 approved the Scheme. 5. The Petitioner Companies further submits the rationale for t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ge of cost savings and improvement of their earning potential. (v) The Board of Directors of the above-named Companies are of the opinion that the demerger would benefit their shareholders and the company concerned. (vi) The Proposed Demerger of Demerged Undertaking would result in issuance of equity shares to the shareholders of the Company by the Resulting Company, thereby, resulting in unlocking and maximizing shareholder value.The Demerged Company is engaged in business of carrying out repairing work of industrials gearing including, worm, spur, Helical, Bevel, Crane, Lifts, Automobile, and similar, other types of gears, geared motors, Marine gear boxes, Electrical and mechanical variable speed drive, variable speed boxes, industria ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al 10,00,000 Equity Shares of Rs. 10/- each. 1,00,00,000 Total 1,00,00,000 Issued, Subscribed and Paid-up 5,78,823 Equity Shares of Rs. 10/- each 57,88,230 Total 57,88,230 8. The Authorised Share Capital of Petitioner Company No 2 is as under: Particulars Amount in (Rs.) Authorised Capital 10,00,000 Equity Shares of Rs. 10/- each. 1,00,00,000 Total 1,00,00,000 Issued, Subscribed and Paid-up 10,000 Equity Shares of Rs. 10/- each 1,00,000 Total 1,00,000 9. The Learned Authorised Representative for the Petitioner Companies further submits that the present Company Petition is filed in consonance with Sections 230 to 232 of the Companies Act, 2013. 10. In terms of the Order dated 14.07.2020 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ioner Companies have filed an Affidavit in Rejoinder and have given necessary clarifications and undertakings. The observations made by the Regional Director and the clarifications and undertakings given by the Petitioner Companies are summarized in the table below: Sr. No. Para (III) RD Report / Observation Dated 12th October, 2020 Response of the Petitioner Companies a) In compliance of AS-14 (IND AS-103), the Petitioner Companies shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5(IND AS-8) etc As far as the observation of the Regional Director, as stated in IV(a) of the report and reproduced hereinabove is concerned, we would lik ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f against any fees payable by the transferee company on its authorised capital subsequent to the amalgamation and therefore, petitioners to affirm that they comply the provisions of the section As far as the observation of the Regional Director, as stated in IV(c) of the report, Petitioner companies state that since it is a Scheme of Demerger and hence Section 232(3) (i) is not applicable in this case since post the effective date, the transferor company shall continue to remain in existence. The transferor company shall not be dissolved as this is a scheme of demerger and demerged undertaking as defined under the scheme of the transferor company is being demerged into transferee/resulting company d) ROC, Mumbai Report dat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ferred to and recorded by the Resulting Company over the face value of the new equity shares allotted as per 15.2 of the Scheme to the Resulting Company shall be credited to Capital reserve Account in the books of the resulting company. In this regards the company be directed to amend the scheme that the Capital Reserve so created to be named as "Capital Reserve arising out of the Demerger" and that the reserves shall not be available for distribution of dividend As far as the observation of the Regional Director, as stated in IV(f) of the report, Petitioner companies states that since this is a scheme of demerger and as part of scheme, demerged undertaking of the transferor company surplus shall be credited to Capital Reserve account and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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