9911796707
TMI Blog2021 (8) TMI 848X X X X Extracts X X X X X X X X Extracts X X X X ..... his Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition. 3. The sanction of the Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013 for the demerger of the Industrial Gear Box Division Undertaking (defined hereinunder) of the Essential Power Transmission Pvt Ltd ( Demerged Company ) vesting in Esenpro Power Transmission Private Limited (the Resulting Company ). 4. The Learned Authorised Representative for the Petitioner Companies states that the Board of Directors of the respective Petitioner Companies at their Board Meetings held on February 21, 2020 approved the Scheme. 5. The Petitioner Companies further submits the rationale for the Scheme is as under: a) The Demerged Undertaking is engaged in business of carrying out repairing work of industrials gearing including, worm, spur, Helical, Bevel, Crane, Lifts, Automobile, and similar, other types of gears, geared motors, Marine gear boxes, Electrical and mechanical variable speed drive, variable speed boxes, industrial transmission roller, conveyor, elevator and link chains and all types of chains, conveyors and elevators, pinbush flexible and geared ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uding, worm, spur, Helical, Bevel, Crane, Lifts, Automobile, and similar, other types of gears, geared motors, Marine gear boxes, Electrical and mechanical variable speed drive, variable speed boxes, industrial transmission roller, conveyor, elevator and link chains and all types of chains, conveyors and elevators, pinbush flexible and geared type couplings sprocket wheels and all types A.C and D.C electric motors. Eddy current drives and all other allied transmissions machinery and material equipment s and/or Act as manufactures, representatives, merchants, importers, exporters, promoters, commissions and /or selling agents, general agents, in respect of these and any other articles and things and to manufacture hob cutters, worm thread cutter, grinding the gears. 7. The Authorised Share Capital of Petitioner Company No 1 is as under: Particulars Amount in (Rs.) Authorised Capital 10,00,000 Equity Shares of ₹ 10/- each. 1,00,00,000 Total 1,00,00,000 Issued, Subscribed and Paid-up ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Scheme as stated in para III (a) to (f) of the Report. In response to the observations made by the Regional Director, the Petitioner Companies have filed an Affidavit in Rejoinder and have given necessary clarifications and undertakings. The observations made by the Regional Director and the clarifications and undertakings given by the Petitioner Companies are summarized in the table below: Sr. No. Para (III) RD Report / Observation Dated 12th October, 2020 Response of the Petitioner Companies a) In compliance of AS-14 (IND AS-103), the Petitioner Companies shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5(IND AS-8) etc As far as the observation of the Regional Director, as stated in IV(a) of the report and reproduced hereinabove is concerned, we would like to state that as this is a scheme of demerger, AS-14 is not applicable to the scheme. However, petitioner Companies undertakes that it shall pass such accounting entries as may be necessary in connection with the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d, Petitioner Companies has to give detailed clarification regarding how interest of the creditor will be protected by the petitioner Companies As far as the observation of the Regional Director, as stated in IV(d) of the report and report of the ROC as mentioned herein above are concerned, the Petitioner companies hereby undertake that the interest of the creditor shall be protected e) Petitioner Companies directed to place on record the list of assets and liabilities which are to be demerge, mentioning the total divisions (as the case may be) in the demerged company with the details of specific divisions (as the case may be) to be demerged with the resulting company As far as the observation of the Regional Director, as stated in IV(e) of the report, Petitioner companies states that the list of assets and liabilities which are to be demerge, mentioning the total divisions in the demerged company with the details of specific divisions to be demerged with the resulting company is enclosed as Annexure-B to Rejoinder to Regional Director s Report. f) As per Clause ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
