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TMI Blog2021 (5) TMI 135X X X X Extracts X X X X X X X X Extracts X X X X ..... ided into 40,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up equity share capital is Rs. 18,00,000/- divided into 1,08,000 equity shares of Rs. 10/- each. The main objects of the Demerged Company are to carry on in India or elsewhere the business of green energy/Eco energy infratech/engineering/powertech i.e. EPC - engineering, procurement and construction and all other infrastructure/powertech works relating to Green energy/Eco energy power plants more particularly solar power plants and to build, establish, maintain, operate, lease or transfer green energy/Eco energy power plans anywhere in India or outside India under various viable schemes like built operate and transfer (BOT), built operate lease and transfer (BOLT) and built operate own and transfer (BOOT) etc.. II. In respect of Resulting Company: The Authorised Share Capital of the Resulting Company as on 31.03.2020 is Rs. 7,00,00,000/- divided into 70,00,000 equity shares of Rs. 10/-. The issued, subscribed and paid up equity share capital is Rs. 5,71,78,320/- divided into 57,17,832 equity shares of Rs. 10/- each. The main objects of the Resulting Company are to plan and execute an integra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Investment Undertaking - investment business includes investments only in shares and other securities of group companies. Further, the investments made by the Demerged Company through its Investment Undertaking are purely into the Group Companies which are carrying on the business of solar technologies and solar power generation. 7. It is stated that each of the business undertakings of the Demerged Company operates in different business environment and is subject to different rates of profitability, growth opportunities, future prospects and risks. The nature of risk and competition involved in each of these businesses are distinct and consequently nature of considerations, factors and commercial parameters applicable to the business of Engineering, Procurement and Construction (EPC) undertaking being different and divergent in nature in comparison to that of Investment Undertaking. With an endeavour to enhance shareholder value and insulate both the businesses from the risks of each other, it is proposed to reorganize and segregate, by way of Demerger of the Investment Undertaking. With a view to achieve the aforesaid growth potential, the Demerged Company proposed to demerge i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es after confirmation of order scheme as approved by the Hon'ble Tribunal as per Rule 17(2) of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2013. d) Demerged Company has not mentioned the Registered Office address on the covering letter submitted to ROC office dated 15.12.2020 thereby violated the provisions of Section 12(3) of the Companies Act, 2013. Hon'ble Tribunal may be pleased to direct the Petitioner Demerged Company to file adjudication application under Section 454 of the Companies Act, 2013 and submit the proof of filing the same with the ROC before the Scheme is allowed. The Demerged Company has filed the adjudication application with the Registrar of Companies under Section 454 of the Companies Act, 2013 for violating the provisions of Section 12(3) of the Companies Act, 2013 in e-Form GNL-1 vide SRN: T06029573 and copies enclosed with this reply. 2 Hon'ble Tribunal may be pleased to direct the Petitioner Companies to furnish the details of pre-demerger and post demerger details of assets and liabilities, total how many divisions are exists and which division is going to be demerged and list of employees t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2 of the Companies (Registration of Charges) Rules, 2014, and also to state that present status of the said charges with supporting documents. There are no Charges pending for filing satisfaction of Charge as per Section 82(1) of the Act and the present status of Charges of the Demerged Company are enclosed with the Reply. 6 As per Company Master Data there are five (4) pending open charges in the Resulting Company. Hon'ble Tribunal may be pleased to direct the Resulting Company to furnish the compliance of Section 82(1) read with Rule 2 of the Companies (Registration of Charges) Rules, 2014, and also to state that present status of the said charges with supporting documents. There are no Charges pending for filing satisfaction of Charge as per Section 82(1) of the Act and the present status of Charges of the Resulting Company are enclosed with the Reply. 7 Petitioner Companies are into solar power and other related activities. Hon'ble Tribunal may be pleased to direct the Petitioner Companies to state whether they had obtained any approval/prior intimation from/to Ministry of Power, if not reasons thereof to be furnished by the Petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... prior permission of the Central Government in terms of provisions of Section 239 of the Companies Act, 2013. e) All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Registrar of this Tribunal. The Registrar of this Tribunal shall issue the certified copy of this order along with the Scheme immediately. f) The Petitioner Companies are directed to take appropriate steps to submit the said Scheme to Registrar of Companies within 30 days from the date of receipt of copy of this order. g) The Petitioner Companies are directed to issue newspaper publication with respect to approval of Scheme of Demerger and Arrangement, in the same newspapers in which previous publications were issued in order to ensure transparency/dissemination of complete information to all concerned parties about the approval granted by this Tribunal for the Scheme as proposed. h) The Petitioner Companies are further directed to take all consequential and statutory steps required in pursuance of the approved Scheme of Demerger and Arrangement under the provisions of the Act. i) The Petitioner Companies are also directed to strictly comply with all th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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