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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 ..... llowed. - CP (CAA) No. 382/230/HDB/2020 and CA (CAA) No. 86/230/HDB/2020 - - - Dated:- 16-4-2021 - M.B. Gosavi, Member (J) And Dr. Binod Kumar Sinha, Member (T) For the Appellant : Y. Suryanarayana, Advocate For the Respondents : Sujan Kumar Reddy, CGSC ORDER 1. The present Company Petition under Section 230 to 232 read with Section 66 of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 is filed seeking sanction of the proposed Scheme of Demerger and Arrangement ('the Scheme') between the Petitioner Companies and their respective shareholders and creditors. 2. The Registered Office of the Petitioner Companies are situated in the State of Telangana and therefore within the jurisdiction of this Tribunal. 3. Details of the Petitioner Companies are as follows: I. In respect of Demerged Company The Authorised Share Capital of the Demerged Company as on 31.03.2020 is ₹ 4,00,00,000/- divided into 40,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up equity share capital is ₹ 18,00,000/- divided into 1,08,000 equity shares of ₹ 10/- each. The mai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 12.2020 ordered that notice of the hearing of the Petition shall be advertised in daily newspaper i.e. Business Standard (in English) and Andhra Prabha (in Telugu). Further directed the Petitioner Companies to issue notice of hearing to the statutory authorities. Accordingly, the Petitioner Companies published notice of hearing of the Petition on 29.01.2021 in English News Paper i.e. Business Standard and Telugu News Paper i.e. Andhra Prabha. Further, notice of hearing of the Petition was served on the Regional Director (SER), Ministry of Corporate Affairs; and Registrar of Companies by hand on 11.12.2020. The Petitioner Companies also served the notice on the Income Tax Authorities by speed post on 17.12.2020. 6. According to the Petitioner Companies the Demerged Company presently has two undertakings namely: a) Engineering, Procurement and Construction (EPC) Undertaking-Business of Engineering, Procurement and Construction (EPC) of Solar panels for solar power projects for generation and sale of energy/electricity. b) Investment Undertaking - investment business includes investments only in shares and other securities of group companies. Further, the investments made ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... titioner Companies undertake to preserve its books of accounts and papers and records and shall not dispose off the same, without prior permission of the Central Government in terms of Provisions of Section 239 of the Companies Act, 2013. b) Hon'ble Tribunal may be pleased to direct the Petitioner Companies to ensure statutory compliance of all applicable laws and also on sanctioning of the present scheme the applicant company shall not be absolved for any of its statutory liability in any manner. The Petitioner Companies undertake to ensure statutory compliances of all applicable laws during and upon sanctioning of the scheme and confirm that we shall not be absolved for any of its statutory liability in any manner. c) Hon'ble Tribunal may be pleased to direct the Petitioner Companies, to comply with Rule 17(2) of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2013 with respect to filing of order for confirmation of scheme to be filed in Form No. INC-28 with the concerned office of Registrar of Companies. The Petitioner Companies u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed date is 01.04.2019. As the appointed date is more than one and half year old, Hon'ble Tribunal may be pleased to direct the Petitioner Company to change the appointed date to 01.04.2020 which is in conformity with the Ministry's circular dated 21.08.2019. The Board of Directors of the Petitioner Company in their meeting held on 22.02.2021 have approved the modification of the appointed date to 01.04.2020. Certified True Copy of the Board Resolution along with revised Scheme of Demerger and Arrangement is enclosed with this reply. 4 Hon'ble Tribunal may be pleased to direct the Petitioner Company to file their due Annual Return and Balance Sheet for the year ending 31.03.2020 with the Ministry of Corporate Affairs, before Income Tax and any other regulatory authorities, wherever applicable, before the scheme is allowed. The Petitioner Companies have filed its Annual Returns and Balance Sheet for the financial year ending 31.03.2020 with the Ministry of Corporate Affairs and the IT returns with Income Tax Department for FY 2019-20. The copies of Challans IT acknowledgement enclosed wit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , 2013. 12. Considering the entire facts and circumstances of the case and on perusal of the Scheme, reports of the Regional Director and reply/undertakings of the Petitioner Companies thereon and the documents produced on record, the Scheme of Demerger and Arrangement appears to be fair and reasonable and is not contrary to public policy and does not appear to be violative of any provisions of law. All the statutory compliances have been made under Section 230 to 232 of the Companies Act, 2013. 13. The Company Petition is allowed with the following directions:- a) The Revised Scheme of Demerger and Arrangement (which is enclosed at Page No. 17 to 42 to the Reply affidavit dated 12.03.2021) is hereby sanctioned and it is declared that the same shall be binding on the Petitioner Companies and their respective Shareholders and Creditors, Employees and all concerned under the Scheme. b) The Scheme shall become effective from the appointed date i.e., 01.04.2020 and shall be made operational from the date of filing of the orders with the Registrar of Companies. c) While approving the Scheme as above, it is further clarified that this order will not be construed as an ..... X X X X Extracts X X X X X X X X Extracts X X X X
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