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TMI Blog2021 (8) TMI 1148X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 to time) made between the Demerged Company and the Governor of the State of West Bengal for a period of 99 years commencing from 10th April 2007 and also the right to renew the same for a further period of 99 years subject to the terms and conditions contained and recorded therein, for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rescribed 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 10th March 2017 on Schemes of Arrangement, as amended from to time ("SEBI Circular"), the said Petitioners duly filed the Scheme with the said Stock Exchange(s) for their approval to the same. The said BSE, NSE, and CSE by their respective letters dated 14/07/2020, 17.07.2020, and 19.08.2020 respectively after ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 sanction of the Scheme have been duly complied with by the Petitioners. The Scheme has been made bona fide and is in the interest of all concerned. 4. Pursuant to the said advertisements and notices the Regional Director, Ministry of Corporate Affairs, Kolkata ("RD"), have filed their representations before this Tribunal. 5. The RD ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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(5) of the Companies Act 2013 have to serve notices to concerned authorities which are likely to be affected by the Amalgamation or arrangement. Further, the approval of the scheme by the Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such authorities shall be bindin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... alty 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 07/02/2021 in C.A. (CAA) No. 1236/KB/2020 as shareholders of demerged company have given consent in writing by ways of affidavit. Shareholders of Emami Realty Limited have approved the Scheme by requisite majority. Chairman report has been filed. (g) With reference to para 2(h), it stated that the Scheme enclosed to the Company Application and Company Petition are one and same and there ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Company shall issue and allot to the shareholders of Demerged Company, the shares in Resulting Company in accordance with clause 4 of the Scheme; (vii) Any person interested be at liberty to apply to this Tribunal in the above matter for any directions that may be necessary; (viii) Leave be granted to the Petitioner to file the Schedule of Assets of the Real Estate Undertaking of the Demerged Company in the for ..... 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