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TMI Blog2012 (12) TMI 311X X X X Extracts X X X X X X X X Extracts X X X X ..... ant of sanction to the Scheme of Arrangement - Petitioner Companies will comply with the statutory requirements in accordance with law - Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of sections 391 and 394 of the Companies Act, 1956, and in terms of the Scheme, the whole of the assets, rights and powers of the Estate Division of Demerged Company be transferred to and vest in the Resultant Company without any further act or deed - this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable in accordance with any law; or permission/compliance with any other requirement ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme of Arrangement have also been placed on record. 6 It has been submitted that no proceedings under Sections 235 to 251 of the Companies Act, 1956 is pending against the Petitioner Companies. 7 So far as Share Exchange ratio is concerned, the Scheme provides that upon amalgamation of the Demerged Companyinto the Resultant Company pursuant to the Scheme of Arrangement, the following would be the share Exchange Ratio: 790 (Seven Hundred Ninety) Equity shares of the face value of Rs. 100/- for every 100 (One Hundred) equity shares of Rs. 100 each held, for the proportionate capital employed in the Estate Division of the Demerged Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... all the employees of the Demerged Company shall become the employees of the Resultant Company without any break or interruption in their services upon sanctioning of the Scheme of Arrangement by the Hon ble Court. He has vide para 4 of his affidavit submitted as follows: 4. That the deponent further craves leave to submit that the individual assets and liabilities an the values thereof pertaining to Estate Undertaking of the Demerged Company Viz. M/s Bhaskar Refractories SW Pipes Pvt Ltd. proposed to ebe transferred to the Resulting Company Viz. M/ B N B S Cements Products Pvt Ltd. are not mentioned in the Scheme. Since Shareholders and Creditors of the Companies have approved the Scheme of Arrangement as such, it should have been p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... directed the petitioner Companies to submit the details of the Estate Division and the Petitioner Companies vide their reply dated 8th October 2012 duly submitted the details as directed by the Ld. RD. The copy of the letter issued by Ld. RD and the reply submitted by the Petitioner Companies are enclosed herewith and marked as Annexure: A (Colly) (ii) However the balance sheet of the Estate Division of the Demerged Entity as at 31st March 2011 is enclosed herewith for ready reference and marked as Annexure: B 12 In view of the submissions made hereinabove the observations made by the Ld. RD do not survive. 13 No objection has been received to the Scheme of Arrangement from any other party. The respective directors for the Petitioner ..... X X X X Extracts X X X X X X X X Extracts X X X X
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