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2019 (10) TMI 1219 - Tri - Companies LawVoluntary revision of Financial Statements of the Petitioner Company - sanction of the Scheme of Arrangement - HELD THAT - On perusal of the petition and the documents annexed along with the petition, this Tribunal is of the view that Petitioner Company could not carry out the effects of the Scheme of Arrangement and Restructuring in the nature of demerger and transfer of Gandhidham Unit of Sumilon Industries Limited with the Petitioner Company with effect from the Appointed Date of demerger i.e. 01.04.2017, for circumstances beyond their control. Under such circumstances, the petition is allowed. The Petitioner Company is allowed to file the revised Financial Statements for the Financial Year ended 31st March 2018 to the extent of incorporating the effect of the Scheme of Arrangement as approved by this Tribunal.
Issues:
Petition for voluntary revision of Financial Statements for the Financial Year 2017-18 under sections 131 and 134 of the Companies Act, 2013. Analysis: The Petitioner Company filed a petition seeking voluntary revision of its Financial Statements for the Financial Year 2017-18 under sections 131 and 134 of the Companies Act, 2013. The company had previously undergone a demerger and transfer of a unit with an Appointed Date of demerger as 01.04.2017. Despite complying with the necessary procedures and approvals for the demerger, the effects of the demerger were not reflected in the financial statements for the said year. The company sought to rectify this by filing the current petition. The Board of Directors passed a resolution approving the petition, and the necessary documents were submitted to the Tribunal for consideration. The Tribunal reviewed the petition and supporting documents, noting that the Petitioner Company had not incorporated the effects of the demerger in its Financial Statements for the relevant year due to circumstances beyond its control. The auditor of the company confirmed the facts presented in the petition and expressed no objection to revising the financial statements to reflect the demerger. The Tribunal considered the provisions of Section 131 of the Companies Act, 2013, which allow for voluntary revision of financial statements with the approval of the Tribunal in cases of non-compliance with specified sections of the Act. Upon examination, the Tribunal found merit in the petition and allowed the Petitioner Company to file revised Financial Statements for the Financial Year ended 31st March 2018, incorporating the effects of the demerger as approved by the Tribunal in a previous order. The Tribunal issued specific directions to the company, including the requirement to file up-to-date Income Tax returns before submitting the revised Financial Statements. The order clarified that it did not restrict any statutory authority from taking lawful actions and emphasized compliance with relevant regulations. In conclusion, the Tribunal granted the petition, allowing the Petitioner Company to revise its Financial Statements for the specified year. The decision was made in consideration of the company's compliance efforts and the necessity to accurately reflect the effects of the demerger in its financial reporting. The order was issued with observations and directions to ensure proper compliance with legal and regulatory requirements.
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