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TMI Blog2019 (3) TMI 1829X X X X Extracts X X X X X X X X Extracts X X X X ..... ll become effective from the Appointed Date viz., 01.04.2016. The Order of sanction to this Scheme shall be prepared by the Registry as per the relevant format provided under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 notified on 14th December, 2016 - the scheme is sanctioned. - CPs/13, 14/CAA/2019 in CAs/199 and 200/CAA/2017 - - - Dated:- 29-3-2019 - Ch. Mohd. Sharief Tariq, Member (J) For the Appellant : Venkatavaradan For the Respondents : Chandramouli Prabhakar ORDER Ch. Mohd. Sharief Tariq, Member (J) 1. Under Consideration is the Company Petition Nos.13 14/CAA/2019 filed under Sections 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The instant Petition(s) pertain/s to the proposed Scheme of Arrangement (Demerger) by virtue of which M/s. Marshall Sons Company (India) Limited (Chennai Division) (hereinafter referred to as 'Demerged Company') will merge with M/s. Auromaa Manufacturing Industries Limited (hereinafter referred to as 'Resulting Company'). 2. The Demerged Company is a Public Limited Company, incorporated on 27.03.1919 u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e the Transferee/Resulting Company to effectively raise financial resources through equity and debt capital on the basis of independent financials of the Chennai Division for better operation and greater realization of the potential of the Chennai Division. The Scheme will have beneficial results for the two Companies, their shareholders and all concerned. 6. The Scheme provides under Clause 4 that with effect from the Appointed Date, the Chennai Division of Demerged Company shall, pursuant to Section 394 of the 1956 Act, be transferred to Resulting Company for all the estate and interest of Demerged Company therein, subject however, to all charges, liens, lispendens, mortgages and encumbrances, if any, affecting the same or any part thereof specific to the Chennai Division. The transfer of the movable assets comprised therein shall be effected by Demerged Company by delivering possession of the same to Resulting Company and no vesting order under Section 394 of the 1956 Act shall be required to be obtained for transfer of movable assets. Alternatively, Demerged Company and/or Resulting Company shall be at liberty to execute such deed or instrument of transfer as may be necessar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hartered Accountants has issued a Certificate stating therein that nothing has come to our attention that causes us to believe that the accompanying Statement of unaudited financial results does not present fairly, in all material respects, the state of affairs of the Company as at January 31, 2019, and of its results of operations for the period Ist April 2018 - 31st January 2019 in accordance with the Companies (Indian Accounting Standards) Rule, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies. 10. The Chartered Accountants further state that the financial statements (for the last 3 years ended on 31st March 2018 and for the period 1st April 2018 to 31st January 2019 of Demerged Company) have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices policies to the extent applicable. Beginning April 1, 2017, the Company has for the first time adopted IND AS with a transition date of 1st April, 2016. 11. The Regional Director, Southern Region (for short, 'RD ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1 Reserves and Surplus as on 31.01.2019 6,20,81,000 2 Investment in Mutual Funds as on 31.01.2019 9,06,23,000 3 Fixed Deposits as on 31.01.2019 1,21,73,000 4 Cash 8B Cash Equivalents as on 31.01.2019 40,87,000 Total 16,89,64,000 15. It has been further stated in the said Memo that the Regional Director has failed to note and take into account that the Company has been earning steady revenues from its Leasehold assets, which have been increasing over the years. A summary of the Revenues earned by the Company over the last 3 years, is extracted below: Particulars Amount (in Rs.) Revenue as per the Audited Financials for the Financial Year 2015-16 5,84,42,000 Revenue as per the Audited Financials for the Fina ..... X X X X Extracts X X X X X X X X Extracts X X X X
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