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TMI Blog2021 (11) TMI 125X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 for the purpose of the approval of the Scheme of Arrangement by way of Demerger (hereinafter referred to as 'Scheme' for brevity), as contemplated between the Companies, its Shareholders and Creditors. The copy of the Scheme has been placed on record. The details of the Companies forming part of the Scheme of Arrangement, as placed on record, are given in the following paragraphs. 2. M/s. Paramount Iron And Steel Works Private Limited, (hereinafter referred to as "Petitioner-1/Transferor Company") was incorporated on the 30.11.1964 under the provisions of the erstwhile Companies Act, 1956 as a private company having its registered office at 55-B, Block Ed, Madhuban ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eld in Transferor Company on the record dated; and * The Transferee Company shall allot equity shares in respect of frictional entitlements to which a Transferor Company equity holder may be entitled on allotment of shares per se 6.1. The Board of Transferee Company shall be all much fractional items and thereupon issue equity share, as applicable (which shall be rounded off to the next whole number in lieu thereof to a person/trustee authorized by the Board of Transferee Company in this behalf who shall hold the shares in trust on behalf of the Transferor Company equity holders entitled to final entitlements with the express understanding that such person/trustee shall sell the shares of Transferee Company so allotted on the stock exchan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y in the Scheme. 6. From the records, it is seen that the First Motion petition was filed by the Petitioner Companies for seeking directions for dispensing with the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors of both the Companies. This Tribunal, in the First Motion Application bearing No. CA(CAA) No. 122 (NDJ2019, vide Order dated 28.09.2020 dispensed with the requirement of convening the meetings of the equity shareholders, secured creditors and unsecured creditors of both the companies. 7. The Appointed date as define in the Scheme of Arrangement/Demerger will means either of (a) the effective date; or (b) such other date as may be agreed in writing by the Board of Director of the Transferor Company as wel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... respect of the proposed Scheme. However, vide additional report dated 28.07.2021, the Regional Director has submitted that the reply of the petitioner companies seems satisfactory. The relevant part of the report dated 28.07.2021 has been reproduced below: "That the reply submitted by the petitioner company has been examined and it has been noticed that the petitioner company has furnished a copy of financial statement of demerged unit indicating all the assets movable and immovable and liabilities. Further, in respect of query number 2 it is noticed that the petitioner company transferring its one of the unit as going concern basis based on the book value which would found ultimately with share exchange ration with Para 6.1 of the schem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 30 to 232 of the Companies Act, 2013. The sanctioned Scheme of Arrangement shall be binding on the Transferor Company and Transferee Company (the Applicant/Petitioner Companies) and their Shareholders and Creditors. The Petitioner Companies shall remain bound to comply with the statutory requirements in accordance with law. 14. Notwithstanding the above, if there is any deficiency found or violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Authority to the Scheme will not come in the way of action to be taken, albeit, in accordance with law, against the concerned persons, Directors and Officials of the Petitioner Companies. 15. While approving the Scheme as above, it is clarified that this Or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sferor company be continued by or against the transferee company; and iv. That the Transferee Company do without further application allot to such members of the Transferor Company, as is required by SCHEME OF ARRANGEMENT herein the shares in the transferee company to which they are entitled under the proposed Scheme; and 17. That petitioner companies shall within thirty days of the date of the receipt of this order cause a certified copy of this order to be delivered to the "Registrar of Companies" for registration and the Registrar of Companies shall place all documents relating to the demerged undertaking of the transferor company and registered with him on the file kept by him in relation to the transferee company. Further, it is mad ..... X X X X Extracts X X X X X X X X Extracts X X X X
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