TMI Blog2022 (5) TMI 763X X X X Extracts X X X X X X X X Extracts X X X X ..... (T) For the Appellant : Pooja M. Saighal, Adv ORDER P.S.N. Prasad, Member (J) 1. This is joint application filed by the applicant companies herein, Rvalue Consulting Private Limited (for brevity Demerged Company ), and Quintes Global Private Limited (for brevity Resulting Company ) under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Demerger (hereinafter referred to as the SCHEME ) proposed between the applicants. 2. Affidavits in support of the above application sworn by Mr. Anand Maheshwari, being the authorized signatory for the Demerg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... res of Rs. 10/- each out of which 1,00,000 equity shares of Rs. 10/- each are fully paid up. 5. The Demerged Company as well as the Resulting Company have filed their respective Memoranda and Articles of Association inter alia delineating their object clauses, as well as their last Audited Annual Accounts for the Financial Year ended 31.03.2021. 6. The Applicant companies, vide their respective meeting of the Board of Directors held on 15.10.2021 have unanimously approved the proposed Scheme of Demerger as contemplated above. Copies of said resolutions passed in the said board meetings have been placed on record. 7. It has been stated that the Demerged Company has 2 Shareholders. Certificate from Chartered Accountants certifying li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bined entity. 10. The Applicant Companies confirmed that the provisions relating to the accounting treatment for the proposed scheme were in conformity with the applicable provisions of the Companies Act, 2013, Certificates from the Statutory Auditor of the Applicant Companies on the accounting treatment, as proposed in the Scheme, were annexed to the application and it was clearly stated that the Accounting treatment is in conformity with the applicable provisions prescribed under Section 133 of Companies Act, 2013. 11. The Petitioner Companies have stated that no proceedings for inspection, inquiry or investigation were pending against any of the Petitioner Companies. 12. The appointed date as specified in the Scheme and confirme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing of Unsecured Creditors is dispensed with. 14. Notice of this application shall also be served on the following: a. Regional Director, Ministry of Corporate Affairs, B-2 Wing, 2 Floor, Paryawaran Bhavan, CGO Complex, New Delhi-110003; b. Registrar of Companies at 4th floor, IFCI Tower, 61, Nehru Place, New Delhi-110019; c. Income Tax Department, Income Tax Office, Additional Commissioner of Income Tax, Special Range 4, Central Revenue Building, IP Estate, New Delhi-110002. The notices to Income Tax Authorities shall disclose sufficient details like PAN, ward numbers and assessing officers so that timely and proper reply may be filed. d. Any other sectoral regulators required to be served. The application stands ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
