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TMI Blog2021 (1) TMI 1178X X X X Extracts X X X X X X X X Extracts X X X X ..... and their respective shareholders and creditors, in terms of scheme of arrangement which is annexed at page Nos. 153-183 to the petition. 2. The averments made in the application are briefly described hereunder : Transferor company : (a) M/s. Kling Enterprises India Ltd. (CIN : U67120TG2007PLC053474) is a company incorporated under the provisions of the Companies Act, 1956. The main objects of the transferor company are to carry on the business of buying, holding, selling, underwriting, investing, acquiring various securities and properties including equity, preference, stocks, debentures, debentures stock and bonds in any of the corporate, companies, firms, undertakings, bodies, etc. Certified copy of the memorandum and articles of association of the transferor company is annexed hereto and marked as annexure 1. (b) The authorised share capital of the transferor company is Rs. 17,50,00,000 (rupees seventeen crores fifty lakhs only) divided into 17,50,00,000 (rupees seventeen crores fifty lakhs) equity shares of Re. l (rupee one only) each. The present issued, subscribed and paid-up share capital of the transferor company is Rs. 17,50,00,000 (rupees seventeen crores fifty ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cial summary of the transferee company as on March 31, 2019 is given below : Particulars Amount (Rs.) Equity and liabilities : Share capital 4,90,18,590 Other equity (15,28,68,443) Non-current liabilities Borrowings 6,82,76,400 Current liabilities Trade payables 62,95,728 Provisions 8,793 Other current liabilities 3,12,36,362 Total 19,67,430 Assets : Non-current assets Fixed assets intangible assets 2,98,316 Other financial assets 12,20,108 Other non-current assets 2,72,627 Current assets Cash and cash equivalents 74,687 Other financial assets 1,01,692 Total 19,67,430 3. The board of directors of petitioner No. 1/transferor company and petitioner No. 2/transferee company vide its resolution dated May 23, 2019 have approved the scheme of arrangement involving demerger. The scheme of arrangement is filed herewith as annexure 5. Certified copy of the resolution passed at the meeting of the board of directors of petitioner No. 1/transferor company approving the scheme annexed hereto and marked as annexure 6. Certified copy of the resolution passed at the meeting of the board of directors of petitio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the opinion that the demerger would benefit the shareholders, employees and other stakeholders of the transferor company and transferee company. 5. It is averred in the first stage this Tribunal passed orders in C. A. (CAA) No. 51/230/HDB/2020, dated February 21, 2020 and directed for convening meetings of the shareholders of the transferee company and dispensed with the meetings of the shareholders, secured and unsecured creditors of petitioner-company No. 1/transferor company and further dispensed with the meeting of unsecured creditors of petitioner-company No. 2/transferee company for the proposed scheme of arrangement. A copy of the order dated February 21, 2020 is annexed hereto as annexure 20 to the petition. 6. It is averred that as per the Tribunal order dated February 21, 2020 the petitioner-companies appointed Shri V. B. Raju, counsel as chairman and Mr. M. V. S. Sridhar, counsel as scrutinizer for conducting the meeting of shareholders of the transferee company. It is averred that due to Covid-19 physical meeting could not be conducted and hence pleased the Tribunal to waive of holding physical meeting and consider the e-voting as final results vide I. A. No. 297 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpanies (Compromises, Arrangements and Amalgamations) Rules, 2016. (b) The hon'ble Tribunal may be pleased to direct the petitioner-company(s) to ensure statutory compliance of all applicable laws and on sanctioning of the present scheme the applicant company shall not be absolved for any of its statutory liability in any manner. (c) The hon'ble Tribunal may be pleased to direct the petitioner-companies, involved in the scheme to comply with rule 17(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with respect to filing of order for confirmation of schemes to be filed in form INC-28 with the concerned office of Registrar of Companies by the petitioner-company. (d) Transferee company is listed company, for which NOC from NSE is obtained on December 4, 2019 which is valid for six months. The Tribunal may pleased to confirm whether the scheme is filed before the Tribunal within six months. It is the petitioner who have submitted the scheme of arrangement vide C. A. No. 51/230/HDB/2020 in January, 2020 which was disposed of by the Tribunal on February 21, 2020. 10 Transferee company has FII's-Albula Investment Fund Ltd., held equi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ge has given its consent for the scheme. Copy of consent/observation letter of stock exchanges are enclosed as annexure 19, i. e., at page Nos. 264 and 265. 11. It is stated that there is no petition under section 397 or 398 of the Companies Act, 1956 or sections 241 to 244 of the Companies Act, 2013 filed against the petitioners and there has been no material change in the affairs of the petitioners, except for what was done in the normal course of business. There are no proceedings pending under sections 235 to 251 of the Companies Act, 1956 or under sections 210 to 227 of the Companies Act, 2013 against the petitioners. No winding up petition is pending against the transferee company. 12. The accounting treatment proposed in the scheme of amalgamation is in conformity with the accounting standards prescribed under section 133. Copy of the certificate under section 133 of the Companies Act, 2013 is enclosed as annexure 17, i. e., at page Nos. 256-259. 13. In consideration for the demerger of the demerged business, including the transfer and vesting thereof in the transferee company pursuant to Part II of the scheme, the transferee company shall, without any further payment, is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petitioner-companies to comply with the observations pointed out by the Regional Director if any. (6) All the liabilities including taxes and charges if any and duties of the demerged undertaking of the demerged company be transferred without any further act or deed to the resulting company and accordingly the same shall pursuant to section 232 of the Companies Act, 2013 and also in accordance with section 2(19AA) of the Income-tax Act, 1961 be transferred to and become the liabilities including taxes and charges if any and duties of the resulting company. (7) The tax implications, if any, arising out of the scheme is subject to final decision of concerned tax authorities and the decision of the concerned tax authorities shall be binding provided however the same would be subject to the appellate provisions available to the petitioner-companies under the respective tax laws. (8) The petitioner-companies are directed to strictly comply with the Accounting Treatment Standards prescribed under section 133 of the Companies Act, 2013. (9) All the proceedings now pending by or against the demerged company to the extent related to the demerged undertaking, if any, be continued by or a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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