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TMI Blog2020 (2) TMI 1721X X X X Extracts X X X X X X X X Extracts X X X X ..... iolative of any provisions of law and is not contrary to public policy - Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition filed by the Petitioner Companies is made absolute in terms of prayer clauses (a), (c) and (d) of the Company Scheme Petition. Petition disposed off. - Hon ble Smt. Suchitra Kanuparthi, Member (Judicial) And Hon ble Shri Chandra Bhan Singh, Member (Technical) For the Petitioner Companies : Mr. Rohan Rajadhyaksha, Advocate along with Mr. Himanshoo Tembe and Mr. Rounak Agarwal i/b. AZB Partners, Advocates. For the Regional Director: Ms. Rupa Sutar, Dy Director. ORDER PER: CHANDRA BHAN SINGH, MEMBER (T) 1. Heard the Learned Counsel appearing for the Petitioner Companies and th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ure. In order to segregate the Demerging Business (as defined in the Scheme), it is intended to demerge the same on a going concern basis into a wholly owned subsidiary of the Petitioner Company 1 (being the Petitioner Company 2) with a resultant mirror image shareholding; and (c) The demerger, transfer and vesting of the Demerging Business on a going concern basis to the Petitioner Company 2 will result in better and more efficient control and management of the segregated businesses and promote its growth. Further, it will also result in the following benefits: (i) The demerger will provide greater business focus in both the Petitioner Companies. The Scheme will enable the business comprised in the Petitioner Companies to be pursued and ca ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... compliance with this Tribunal. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 2013 and the rules made thereunder. The said undertakings are accepted. 7. The Regional Director has filed his report dated February 12, 2020 ( Report ) with this Tribunal, inter alia, stating therein that this Tribunal may consider the observations made at serial no. IV (a) to (e) and pass such other order or orders as deemed fit and proper in the facts and circumstances of the case. The observations made by the Regional Director in paragraph IV (a) to (e) of the Report are, for sake of ready reference, reproduced hereunder: IV. The observations of the Regional Director on the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uch reduction is in conformity with the Accounting Standards specified in Section 133 or any other provisions of the Companies Act, 2013. (e) The Petitioners under provisions of section 230(5) of the Companies Act, 2013 have to serve notice to concerned authorities which are likely to be affected by Amalgamation. Further, the approval of the scheme by this Hon ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authorities is binding on the Petitioner Company(s). 8. In response to the observations made by the Regional Director in its Report, the Learned Counsel for the Petitioner Companies submit that the Petitioner Companies have filed an affidavit dated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... resident shareholders of the Petitioner Company 1 pursuant to the Scheme. 12. So far as the observation in sub paragraph (d) of the Report is concerned, the Petitioner Companies submit that the present Scheme provides for a demerger and has been filed under Section 230 to 232 of the Act. The said Scheme is not a standalone scheme for reduction of capital under Section 66 of the Act and hence proviso to Section 66(3) will not be applicable. Furthermore, as per the explanation provided in Section 230 of the Act, the provisions of Section 66 shall not apply to reduction of share capital effected under Section 230. The Petitioner Companies have obtained accounting treatment certificates from their respective statutory auditors in compliance un ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ied copy of this order along with a copy of the sanctioned Scheme attached thereto, with the concerned Collector of Stamps, for the purpose of adjudication of stamp duty payable, if any, within 60 days from the date of receipt of the certified copy of this order. 17. The respective Petitioner Companies are directed to file certified copy of this order along with a copy of the sanctioned Scheme attached thereto, with the concerned Registrar of Companies, electronically, along with eform INC 28 within 30 days of receipt of certified copy of this order. 18. All concerned authorities to act on certified copy of this order along with the sanctioned Scheme, duly certified by Deputy/ Assistant Registrar of the National Company Law Tribunal, Mumbai ..... X X X X Extracts X X X X X X X X Extracts X X X X
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