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TMI Blog2016 (7) TMI 343X X X X Extracts X X X X X X X X Extracts X X X X ..... es Private Limited, Amalgamation of the Residue Undertakings of the Four Demerged Companies and 28 other Transferor Companies viz. Akshat Consultancy Limited, Alokik Agri Farms Private Limited, Anahat Buildcon Private Limited, Atik Land Developers Private Limited, Atire Land Developers Private Limited, Auxin Buildcon Private Limited, Bar Magnate Holdings Private Limited, Billet Estates Private Limited, Brahma Farms & Cultivators Private Limited, Camet Buildcon Private Limited, Clariant Buildcon Private Limited, Cony Realty Private Limited, Corbel Developers Private Limited, Croma Financial Services Private Limited, Denis Trades And Investments Private Limited, Epistyle Propcon Private Limited, Euroknit International Limited, Fillet Realty Private Limited, Fuji Finance Private Limited, Gabriel Trading Private Limited, Gama Fabric Sales Private Limited, Khadayata Decor Limited, Lovely Consultants Private Limited, Parpen Propcon Private Limited, Pratham Textiles Private Limited, Quilon Chemicals Private Limited, Saumya Textiles Private Limited, Stolon Fincon Services Private Limited with Sixvents Power & Engineering Limited, the Transferee Company as well as Restructure of Share Capit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ractual terms with the said Secured Creditor, his approval shall be obtained and placed on record before the final sanction of the Scheme. The said consent letter of the sole Secured creditor was placed on record alongwith the Petition. Vide a further order dated 22nd June 2016, passed in the Company Application No. 278 of 2016, the meeting of the Preference Shareholders of the Transferee was dispensed with as the consent letters of the sole Preference Shareholder had also been placed on record alongwith the Company Application No. 186 of 2016. 5. The substantive petitions for the sanction of the scheme were filed by these companies which were admitted on 6th May 2016. The notice for the hearing of the petitions were duly advertised in the newspapers being 'Indian Express', English daily and 'Sandesh', Gujarati daily both Ahmedabad editions of 29th May 2016 and the publication in the Government gazette was dispensed with as directed in the said orders. Affidavits dt. 7th June 2016 and/or 8th June 2016 confirm the same. No one has come forward with any objections to the said petitions even after the publication and the same has been further confirmed by the common additional affida ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ector made vide para 2(c) pertains to the non disclosure of the assets and liabilities of the Demerged Undertakings of the four demerged companies being demerged and transferred to two Resulting Companies in the Scheme. In this regard, it has been pointed out that all the four petitioner Demerged Companies have already placed on record the relevant details in form of the Divisional Balance Sheets of the Demerged Companies clearly indicating the assets and liabilities of the respective Demerged Undertakings being transferred to respective Resulting Companies as well as the Residue Undertakings being amalgamated with the Transferee Company as Exhibit B1 to the respective petitions. In view of the same, it will not be necessary to issue any further directions in this regard. (iii)The observation of the Regional Director made vide para 2(d) pertains to the proposed Accounting Treatment vide clauses 11.4, 20.4 and 32.5 of the Scheme. It has been pointed out by the Regional Director that the same is not in accordance with the Accounting Principles and the excess of assets over liabilities cannot be credited to General Reserve Account and has to be treated as Capital Reserve Account. In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... elines issued by RBI. In this regard, it has been submitted by the Petitioner that under the applicable RBI guidelines, the prior approval to the Scheme is not required. It has been undertaken on behalf of the Resulting Company2 that upon Scheme being effective it shall comply with all applicable guidelines issued by RBI. (vi) The observation made vide para 2(g) pertains to the discrepancy in the address of the Registered Office of one of the petitioner Transferor companies, viz. Fuji Finance Private Limited, as mentioned in the Scheme and the petition vis a vis the said information on MCA Portal. It is hereby respectfully submitted that the same is result of an unintentional error. Since the address as mentioned in the scheme and the petition is the correct one, the petitioner company has already initiated the process to update the information on MCA portal. (vii)The observation made vide para 2(h) pertains to the approval of the Preference Shareholders of the Transferee Company by convening a meeting. As recorded hereinabove, the dispensation of such meeting of the sole Preference Shareholder of the Petitioner Transferee Company was sought and has been granted vide an order dat ..... X X X X Extracts X X X X X X X X Extracts X X X X
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