TMI Blog2021 (8) TMI 1148X X X X Extracts X X X X X X X X Extracts X X X X ..... r Demerged Company or Petitioner No. 2 ), and their respective shareholders and creditors. The Scheme provides for demerger from the Appointed Date, viz 1st April, 2019 in the manner and on the terms and conditions stated in the said Scheme of Arrangement ( Scheme ). 3. The Petition has now come up for a final hearing. Counsel for the Petitioners submits as follows:- (a) The Scheme was approved unanimously by the respective Board of Directors of the Petitioner Nos. 1 and 2 at their meetings held on 05.03.2021 respectively. (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- (i) The Demerged Company and the Resulting Company are part of the Emami Group. (ii) The Demerged Company is currently engaged in the business of (i) Real Estate and (ii) Trading in Paintings/shares securities. (iii) The 'Real Estate Undertaking' of the Demerged Company comprises of (i) Leasehold interest on 14.4890 Acres of landed property comprising in Municipal Premises No. 2, Jessore Road, Kolkata - 700028 acquired by a registered Deed of Lease dated 16th April, 2007 (as modified from time t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... all stakeholders and the purposes of synergies of business. (c) The Statutory Auditors of the Petitioner Nos. 1 and 2 have by their certificates dated 16.10.2020 and 17.10.2020 respectively confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. (d) No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioners. (e) The entitlement ratio of shares in consideration of the Arrangement/Demerger has been fixed on a fair and reasonable basis and on the basis of the Report thereon of Mr. Sandeep Agrawal, Registered Valuers. Further, Messrs. Narnolia Financial Advisors Limited Merchant Bankers, have also confirmed that the said ratio is fair and proper by their fairness opinion thereon. (f) The shares of the Petitioner No. 1 are listed on the BSE Limited ( BSE ), National Stock Exchange of India Limited ( NSE ), and The Calcutta Stock Exchange Limited ( CSE ). The shares of the Petitioner No. 2 are not listed on the stock exchanges. (g) In compliance with the Securities and Exchange Board of India ( SEBI ) Circular dated 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d ending at 5:00 p.m on March 03, 2021. (k) The said meeting(s) were duly held on March 04, 2021, as directed. The said meeting(s) duly approved the Scheme by the requisite majority. Further, the votes cast by public shareholders in favor of the Scheme also exceeded the votes cast by them against the Scheme as required by paragraph I(A)9 of Annexure I of the SEBI Circular. (l) Consequently, the Petitioners presented the instant petition for sanction of the Scheme. By an order dated 12/05/2021 the instant petition was admitted by this Tribunal and fixed for hearing on 17/06/2021 upon issuance of notices to the Statutory/Sectoral Authorities and advertisement of date of hearing. In compliance with the said order dated 12/05/2021, the Petitioners have duly served such notices on the Regional Director, MCA, Registrar of Companies, Income Tax Department, NSE, CSE, BSE on 17/05/2021. The Petitioners have also published such advertisements once each in the Business Standard and Aajkaal in their respective issues dated 20/05/2021. An affidavit of compliance dated 14/06/2021 in this regard has also been filed by them. (m) All statutory formalities requisite for obtaining sanc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the provisions of section 232(3)(i) of the Companies Act, 2013 through appropriate affirmation. (e) That the Transferee Company should be directed to pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. (f) In compliance of Accounting Standard-14 or IND-AS 103, as may be applicable, the Transferee Company shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5 or IND- AS-8 etc. (g) The Hon'ble Tribunal may kindly seek the undertaking that this scheme is approved by the requisite majority of members and creditors as per section 230(6) of the Companies Act 2013 in a meeting duly held in terms of section 230(1) read with sub-sections (3) to (5) of section 230 of the said Act and the Minutes thereof are duly placed on record. (h) The Hon'ble Tribunal may kindly direct the Petitioners to file an affidavit to the extent that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy or no change is made. (i) The Petitioners under provisions of section 230 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e. It is stated that the said scheme do not contain any clause relating to transfer of authorised capital. (d) With reference to para 2(e), it is stated that the Emami Realty Limited (Resulting Company) undertakes to pay applicable stamp duty on the transfer of the immovable properties from the Oriental Sales Agencies (India) Private Limited (Demerged Company) to Emami Realty Limited (Resulting Company). (e) With reference to para 2(f), it is stated that in Scheme of Arrangement (Demerger), Part - II Clause No. 5 it is stated Petitioners companies Emami Realty Limited will follow IND AS 103 and whereas Oriental Sales Agencies (India) Private Limited will follow Accounting Standard issued by Central Government in terms of the Companies (Accounting Standards) Rules, 2016. Further, the petitioner companies undertake that it will follow Accounting Standard-14 or IND-AS 103 as applicable. (f) With reference to para 2(g), it is stated that meeting of shareholders of Emami Realty Limited was held on 04/03/2021 and whereas meeting of shareholders of Oriental Sales Agencies (India) Private Limited was dispensed by Hon'ble National Company Tribunal vide order dated 07/02/2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... transferred from the said Appointed Date, without further act or deed, to Resulting Company and, accordingly, the same shall pursuant to Section 232(4) of the Companies Act, 2013 be transferred to and vest in Resulting Company for all the estate and interest of Demerged Company relating to the Real Estate Undertaking therein but subject, nevertheless, to the charges affecting the same, as provided in the Scheme; (iii) All the debts, liabilities, duties and obligations of Demerged Company relating to the Real Estate Undertaking be transferred from the said Appointed Date, without further act or deed, to Resulting Company and, accordingly, the same shall pursuant to Section 232(4) of the Companies Act, 2013, be transferred to and become the debts, liabilities, duties and obligations of Resulting Company; (iv) All the employees of Demerged Company relating to the Real Estate Undertaking shall be engaged by Resulting Company, as provided in the Scheme; (v) All proceedings and/or suits and/or appeals pending by or against Demerged Company in respect of the Real Estate Division be continued by or against Resulting Company, as provided in the Scheme; (vi) Resulting Co ..... 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