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TMI Blog2016 (7) TMI 786X X X X Extracts X X X X X X X X Extracts X X X X ..... arvagnya Enterprises Private Limited with Saumya Construction Private Limited, Demerger of Real Estate Undertaking of Saumya Construction Private Limited to Agnya Holdings Private Limited, amalgamation of Residue Undertaking of Saumya Construction Private Limited to Apus Investments Private Limited as well as Restructure of Share Capital of Saumya Construction Private Limited, proposed under section 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956. 2. It has been submitted that all these companies belong to the same group of management. The Board of Directors of these Companies thought it appropriate to enter into the proposed composite arrangement with a view to streamline the holding structure and for synergic benefits ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re no Secured Creditors of these companies. 6. Attention of the court is drawn to Clause 8 of the Scheme, whereby it is envisaged that the shares of Saumya Construction, the Petitioner Transferee Company as held by Sarvagnya Enterprises, the Transferor Company1 shall stand cancelled as a result of the transfer and vesting of the undertaking of the said Transferor Company into the Transferee Company by operation of law. It has been further clarified that considering the issue of new shares by the Petitioner Company to the shareholders of Sarvagnya, the Transferor Company1, there will not be Net Reduction of Capital of Saumya. Further, since the reduction results due to cancellation of shares by operation of law, it does not involve either d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Liquidator that the affairs of the Transferor Companies have been conducted within their respective object clauses and they have not been conducted in any manner prejudicial to the interest of the members or public interest, hence the petitioner transferor companies may be dissolved without following the process of winding up. However, the Official Liquidator has sought directions to be issued to preserve the books of accounts, papers and records and not to dispose of the same without prior permission of the Central Govt. as per the provisions of Section 396 (A) of the Companies Act, 1956. Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Companies and not to dispo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... specifically envisaged that the AS14 and Pooling of Interest Method shall be followed for the purpose of recording the transferred assets in the books of the respective Transferee Company. It has been further submitted that the said cannot be made applicable to the proposed Demerger and Accounting Treatment proposed under Clause 18.1.1, envisages that the assets shall be recorded at the respective book values in compliance with the conditions laid down under the Income Tax Act. The petitioners have further undertaken that in case of any deviation from the same, the Transferee Companies shall make requisite disclosures in its next financial statements, in accordance with the applicable provisions of law. (iii) The observation made vide par ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t can be presumed that the Income Tax dept. has no objection to the proposed scheme of arrangement. The petitioner companies have agreed to comply with the applicable provisions of the Income Tax Act and rules. In view of the same, no further directions are required to be issued to the petitioner companies in this regard. (vi) It has been further submitted that there are no complaints received by the Registrar of Companies for any of these companies as confirmed by para 2 (h). The Regional Director has vide the observation 2 (i) confirmed that it has no other objections to the proposed scheme. 11. Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits, undertak ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... detailed schedule of immovable assets of the Demerged Undertaking of the Demerged Company and respective Undertakings of the Transferor Companies as on the date of the order and the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order. 15. The Petitioner companies are directed to file a copy of this order alongwith a copy of the scheme with the concerned Registrar of Companies, electronically, along with INC28 in addition to physical copy as per relevant provisions of the Act. 16. Filing and issuance of drawn up order is hereby dispensed with. 17. All concerned authoritie ..... X X X X Extracts X X X X X X X X Extracts X X X X
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