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TMI Blog2022 (5) TMI 584X X X X Extracts X X X X X X X X Extracts X X X X ..... 1" to the Company Petition. 2. The Petition has now come up for final hearing. The Ld. Counsel for the Petitioner Companies submits as follows:- i. The proposed 'Scheme of Arrangement' has previously been approved by the Board of Directors of the Demerged Company and Resulting Company in their respective Board Meetings held on 7th June 2021. The copies of the said resolutions are annexed with the Company Petition and marked as "Annexure 4" and "Annexure 5". ii. The Demerged Company, being listed entity, copy of the Scheme was forwarded to Securities and Exchange Board of India through stock exchanges and BSE and NSE issued no adverse observations letters vide their letter dated 8th September, 2021 and 15th September, 2021 respectively. iii. The factual position of the Authorized, Issued, Subscribed and Paid up Share Capital of the Petitioner Companies as on 31st March, 2021 is described in the present Company Petition. iv. The rationale of the proposed Scheme of Arrangement as described in the Company Petition is as follows: (a) The proposed Demerger will create opportunities for pursuing independent growth and expansion strategies in the segregated businesses an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g an Independent Valuer registered with Insolvency & Bankruptcy Board of India vide Regd. No. IBBI/RV/02/2020/12790. A copy of the report was annexed and marked as "Annexure 8" to CA(CAA) No. 25/ALD/2021. 4. The Petitioners have stated that the accounting treatment proposed in the Scheme of Arrangement is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 as certified by the Auditors of the Petitioner Companies. The copy of the same was annexed and marked as "Annexure 10" to the Company Application No. 25/ALD/2021. 5. It has also been stated in the Company Application that no proceedings have been instituted or are pending under Sections 206 to 229 of Chapter XIV of the Companies Act, 2013 or under the corresponding provisions of the Act of 1956 against the Petitioner Companies. 6. It has also been stated in the Company Application that the Scheme is not prejudicial to the interest of the Shareholders and Creditors of the Petitioner Companies and the Petition is made bona-fide and is in the interest of the Petitioner Companies and their respective Shareholders and Creditors as a whole and is just and equitable. 7. It has been sta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es filed the Second Motion Petition being Company Petition No. CP (CAA) No. 03/ALD/2022 on 7th February, 2022. This Tribunal vide its Order dated 14th February, 2022 has admitted the Company Petition and inter-alia directed the Petitioner Companies to issue proper notice to the Regional Director, RoC Kanpur, Income Tax Authority and other Sectoral and Regulatory Authorities for filing its representation within stipulated period, failing which it shall be assumed that they have no reply to file. Further, the Tribunal directed the Petitioner Companies to publish the date of hearing in the newspapers namely in (a) Business Standard, Delhi Edition, in English Language and (b) Amar Ujala, Meerut Edition, in Hindi Language having wide circulation at the place where the registered office of the Petitioner Companies are situated. 12. Pursuant to the Order dated 14th February, 2022, the Petitioner Companies served notices upon the (a) the Central Government through the office of the Regional Director, Northern Region, (b) the Registrar of Companies, Ministry of Corporate Affairs - Kanpur, Uttar Pradesh and, (c) Income Tax Authorities, within whose jurisdiction the respective Petitioner Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e said resolution passed with e-form MGT-14 with the ROC in public domain. Therefore, it is prayed before the Tribunal to direct the Petitioner Resulting Company to comply with the provisions of section 180(1)(c) of the Act to give effect of the scheme." (c) Observation (Para 11(ii) Page No. 7 of the Affidavit) reads as under: "Para 14.3.3 of the scheme speaks about Accounting Treatment in the Books of the Resulting Company on approval of the scheme which states that: "The difference i.e. the excess or shortfall, as the case may be, of the value of the assets and the liabilities pertaining to the Demerged Undertaking and received from the Demerged Company pursuant to the Scheme after taking into account the face value of the shares issued by the Resulting Company shall be credited or debited to the reserves of the Resulting Company". The above contention speaks about the Accounting Treatment of the differential amount of Net Worth acquired against purchase consideration paid by the Resulting Company which is not Revenue in Nature since it is not generated out of the operational activities of the Resulting Company. Therefore it is prayed before the Tribunal to direct the Pet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... me and we are of the view that the sanction of the present Scheme is not against public policy, nor it would be prejudicial to the public interest at large. 17. In addition to above, all the statutory compliance seems to have been complied with by the Petitioner Companies, therefore, the present Company Petition deserves to be allowed in terms of its Prayer clause. 18. In the result, the proposed Scheme of Arrangement, which is annexed to the Company Petition stands approved and sanctioned. The Petitioner Companies are required to act upon as per terms and conditions of the sanctioned Scheme and the same shall be binding on all the Shareholders, Secured Creditors and Unsecured Creditors of the above-named Petitioner Companies and also on the Petitioner Companies with effect from the Appointed Date i.e., 1st day of April, 2021. 19. Upon coming into effect of this Scheme and with effect from the Appointed Date, the Demerged Units and Demerged Undertaking as defined in para 1.1 of part I of the Scheme of Arrangement alongwith the immovable properties as detailed in Schedule 1 of the Scheme and forming part of the Demerged Undertaking shall stand transferred to and vested in the Res ..... X X X X Extracts X X X X X X X X Extracts X X X X
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