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TMI Blog2016 (4) TMI 678X X X X Extracts X X X X X X X X Extracts X X X X ..... ing given by the petitioner companies shall be complied with. The Scheme shall be binding on the Demerged and Resultant companies, their respective Shareholders, Creditors and all concerned. Let formal order of sanction of the Scheme of Arrangement be drawn in accordance with law and its certified copy be filed with the Registrar of Companies within 30 days from the date of receipt thereof. - CP NOS. 145 & 71 OF 2015 (O & M) - - - Dated:- 11-1-2016 - RAJESH BINDAL, J. For the Appellant : Anil Kumar Aggarwal For the Respondent : Deepak Aggarwal and D.K. Singh ORDER 1. In this petition, the petitioner companies seek sanctioning of Scheme of Arrangement (Annexure P-23), vide which Demerged Undertaking i.e. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petition bearing CP No. 71 of 2015 was disposed of accordingly. 6. On 21.8.2015, notice of the petition was directed to be issued to Regional Director, Ministry of Corporate Affairs, Noida. Notice was also directed to be published in 'Indian Express' (English) in Delhi as well as Chandigarh Editions and 'Dainik Tribune' (Hindi) in Chandigarh Edition and in the official Gazette of Government of Haryana. The aforesaid order has been complied with and an affidavit to this effect has been placed on record. 7. Pursuant thereto, the Official Liquidator has placed on record the representation/affidavit dated 19.11.2015 of A. K. Chaturvedi, Regional Director, Northren Region, Ministry of Corporate Affairs, New Delhi. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ead with Section 179(3) of the Act by filing such resolution (e-form MGT-14) with the office of the Regional Director within a period of thirty days of the passing of the resolution. 9. In response to the queries raised by the Regional Director, Prabhjot Singh, Assistant Manager (Finance Accounts) of the petitioner companies, has filed his affidavit dated 1.12.2015 stating that in accordance with the provisions of sub-section (19AA) of Section 2 of the Income Tax Act, 1961, all the assets and properties and all the debts and liabilities of the Demerged Undertaking shall be transferred to the Resulting Company at value appearing in the books of account of Transferor/Demerged Company immediately before the demerger. The transfer of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... emerged undertaking shall be transferred to the Resulting Company, at value appearing the books of account, therefore, there is no need to evaluate the assets and liabilities of the demerged undertaking. As none of the directors of Alchemist Holdings Limited is a director of the petitioner companies, therefore, the petitioner companies have no concern with the investigation proceedings initiated by SEBI. The petitioner companies have complied with the provisions of Section 117(3) read with Section 179(3) of the Act by filing resolution (e-form MGT-14) with the office of the Regional Director vide Annexure 3, with additional fee. The undertaking given by the authorised representative of the petitioner companies with regard to income tax li ..... X X X X Extracts X X X X X X X X Extracts X X X X
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