9911796707
TMI Blog2016 (6) TMI 139X X X X Extracts X X X X X X X X Extracts X X X X ..... Ceramics Private Limited (Petitioner Company No.3/Amalgamating Company No.3) and Kajaria Securities Private Limited (Petitioner Company No.4/Amalgamated Company/Demerged Company) with Kajaria Portfolio Private Limited (Petitioner Company No.5/Resulting Company). This petition is jointly filed by all the Petitioners-Companies under Sections 391 to 394 of the Companies Act, 1956 [for short 'the Act'] for first and second motion. Convening of meetings of Shareholders of Petitioner-Companies No.1 to 5, Preferential Shareholders and Unsecured Creditors of Petitioner Companies No.1 to 4 were dispensed with vide order dated 18.01.2016. By virtue of the order dated 18.1.2016, notice was issued to the Regional Director, Ministry of Corporate Affa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed as on the Appointed Date i.e. 1.4.2015 and subsequent value of Demerged Undertaking as on 1.10.2015 and the resultant allotment of shares to the shareholders of the Demerged Company. (ii) The Amalgamating Company No.1, 2, 3 & 4 are Core Investment Companies. In this regard, it is stated that the petitioner companies have vide para 9 of their reply stated that none of the Petitioner-Companies are governed or administered by any Government Regulatory Body and further in para 10 of the reply, it is stated that none of the Petitioner- Companies is a Non-Banking Finance Company." It is also averred that "the deponent states that as per Clause 11.1 of Part II of the Scheme it has been stated that the amalgamation shall be accounted for i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erewith and marked as Annexure A-1. The deponent further assures this Hon'ble Court that all transactions have been concluded in good faith, with the interest of all stake-holders in mind. 4) In response to the observations made in para 9(ii) of the affidavit, it is submitted that Amalgamating Companies are exempted to take registration from RBI since their assets' size is less than INR 100 crore. This exemption is mentioned in FAQ as circulated by RBI and are attached herewith as Annexure A-2. 5) In response to the observations made in para 10 of the affidavit, it is submitted that Scheme shall be accounted as per the prescribed Accounting Standards and certificate from Statutory Auditor in this regard is attached herewith as Annexure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Petitioner-Company No.4/Amalgamated Company/Demerged Company shall demerge into Petitioner-Company No.5/Resulting Company and the Assets and Liabilities of "Investment Business Undertaking" of Petitioner-Company No.4/Amalgamated Company/Demerged Company shall stand vested in Petitioner-Company No.5/Resulting Company. The Petitioner-Companies shall be required to comply with the procedural requirement with regard to Accounting Standard 14 issued by the Institute of Chartered Accountants of India. The Composite Scheme of Arrangement shall be binding on the Petitioners-Companies, their respective Shareholders, Creditors and all concerned. Let formal order of sanction of the Composite Scheme of Arrangement be drawn in accordance with law ..... X X X X Extracts X X X X X X X X Extracts X X X X
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