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TMI Blog2021 (5) TMI 181X X X X Extracts X X X X X X X X Extracts X X X X ..... rivate Limited is a Private Company, which was incorporated on 01.03.2004 under the provisions of Companies Act, 1956. The registered office of the Demerged Company is situated at F 96 & F 97, SIPCOT Industrial Park, Irungattukkottai, Chennai-602105. The main object of the Demerged Company is set out in clause III (a) of its Memorandum of Association (in short "MoA"). The main object inter-alia is the business of manufacture of globe control valves, butterfly control valves, chokes and actuators for petroleum and gas industry, fertilizer and chemical industries and power and other process industries etc. 3. The Authorised Share Capital, Issued, Subscribed & Paid up share capital of the Demerged Company as on 30.11.2020 as under: M/s. Severn Glocon Valves Private Limited CP/4[CHE]/CAA/2021 4. The Petitioner/Resulting Company viz., M/s. Severn Glocon Valves Private Limited is a Private Company, which was incorporated on 29.11.2019 under the provisions of Companies Act, 2013. It is a wholly owned subsidiary of the Demerged Company. The registered office of the Resulting Company is situated at F 96 & F 97, SIPCOT Industrial Park, Irungattukkottai, Chennai-602105. The main object of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... siness into a separate company, would enable this business to innovate, scale up and run independently to pursue growth opportunities in a more focused manner which may not be fully realised if the Demerged Business co-exists with the remaining business in SGIPL; and ii) As part of the Resulting Company, the Demerged Business shall be amenable to benchmarking, and be in a position to attract the right set of investors, strategic partners, employees and other relevant stakeholders; and iii) There would be enhanced focus on the operations of the Demerged Business under a dedicated management team of the Resulting Company, which can chart out and pursue an independent strategy to maximize value for stakeholders. Likewise, there would be greater management focus on the Remaining Business of SGIPL which may cater to certain specific jurisdictions and evaluate and pursue potential growth opportunities etc. 9. There are no investigation proceedings pending against the companies under the provisions of the Companies Act, 1956 and or the Companies Act, 2013 or by the Registrar of the Companies, Tamil Nadu. 10. The Regional Director, Southern Region (In short, 'RD') in its Repo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... esponse to the observation made by the RD in para 4 of his Report, the Petitioner Companies filed an affidavit by one Mr. Vanchinathan Kalayanasundaram before this Tribunal on 08.03.2021 vide SR No. 1282. The Petitioner Companies through their Learned Counsel to comply with the RD's observations/provided the information requested by the RD as follows: "It is mentioning the "Appointed Date" as the "Effective Date" under the Scheme of Arrangement. It is stated in the Affidavit that the Demerged Company and Resulting Company have commercially agreed to this Arrangement that the "Effective Date", i.e. the date of fulfilment of the conditions specified under the Scheme of Arrangement and the "Appointed Date", i.e. the date of transfer of economic interest from the Demerged Company to the Resulting Company would be the same. It is further stated that the Demerged Company and Resulting Company have introduced a separate definition of "Appointment Date" under the Scheme of Arrangement to clearly indicate a date with effect from which the Scheme of Arrangement will be effective. It is also further stated that the Demerged Company and the Resulting Company technically comply with secti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... amalgamation/transfer should take place. Such date shall precede the date of sanctioning of the Scheme by the Court, the date of filing of the certified copies of the order of the Court before the Registrar of Companies, and the date of allotment of shares. Further, the Madras High Court in the matter of Equitas Housing Finance Limited and Equitas Micro Finance Limited ('''Transferor Company) with Equitas Finance Limited (Transferee Company) in C.P. Nos. 119 to 121 of 2016, has rejected the argument and advised in its order to mention the Appointed Date in the scheme as a specific calendar date. To comply with the order of Hon'ble Madras High court the Petitioners (Transferor and Transferee Company) had to modify the scheme of Amalgamation by providing a specific calendar date as the Appointed Date. 14. Due to such an interpretation being given to Section 232(6) of the Companies Act, 2013, the Ministry of Corporate Affairs (MCA) received several queries which it has addressed by way of the circular. It has relied on the rulings of the Hon'ble Apex Court in Marshall Sons & Co. India Limited (supra) and the Hon'ble Madras High Court in Equitas Housing Financ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he leasehold Properties pursuant to the Scheme. 14.2 this Scheme shall become effective on and from the effective date i.e. the date on which the last of the conditions mentioned in Clause 14.1 of Part-C of the Scheme fulfilled" 17. This Tribunal is conscious of the fact that the decision in relation to the Appointed Date falls entirely within the prerogative of shareholders and left to their commercial wisdom. As per the definition clause "Appointed Date" means the Effective Date or Certified copies of the orders of the Tribunal. However, by taking into consideration the reasoning mentioned supra, in view of the powers conferred under Section 230 to 232 of the Companies Act, 2013 and also in view of the fact that the 'Appointed Date' defined in the scheme is "Effective Date" this Tribunal hereby fixes the 'Appointed Date' as the date on which the this Tribunal would approve the Scheme i.e. 27.04.2021 Thus, the Appointed Date in relation to this Scheme of Demerger as contemplated between the parties, shall be 27.04.2021. 18. It is also pertaining to note that report of the RD in para 12 of his report. On perusal of the scheme shows it that the Accounting Treatme ..... X X X X Extracts X X X X X X X X Extracts X X X X
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