2009 (3) TMI 561

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....to the resulting company i.e., the petitioner in Company Petition No. 64 of 2009. 2. The procedure has been complied with. The Regional Director has filed an affidavit stating that subject to the observations in paragraph 6 thereof, the scheme does not appear to be prejudicial to the interest of the shareholders and the public. 3. In paragraph 6 of the affidavit, the Regional Director has stated that neither the petitions nor the scheme provide details of the assets and liabilities of the steel division of the demerged company that are to be transferred to and vested in the resulting company. 4. As pointed by Mr. Mehta, the petitioners' scheme itself in clause 1.10 defines the steel division as under :- "1.10 "Steel Division" me....

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....vision, investment, cash balances, the benefit of any deposit and financial assets related to Steel Division, funds belonging to or proposed to be utilized for the Steel Division, bank balances and bank accounts relating to the day-to-day operations and specific to the working of Steel Division, privileges, all other rights and benefits, lease rights, licenses, domain names, trade name and other intellectual property rights of any nature whatsoever and licenses in respect thereof, powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephone, telexes, facsimile connection and installations, utilities, power lines, electricity and other services, provisions, funds, benefits of all agreements, co....

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....y the Board of Directors of ARIIL, as on the Effective Date; 1.10-6 Any question that may arise as to whether a specified asset or liability pertains or does not pertain to the Steel Division or whether it arises out of the activities or operations of the Steel Division shall be decided by mutual agreement between the Board of Directors of ARIIL and Resulting Company." Further the schedule forming a part of the provisional balance sheet as on 31-3-2008 and the profit and loss account in the year ended on that date bifurcate the details of the steel division and the real estate division of the transferor-company. 5. There is no provision in law which requires the balance sheet and profit and loss account or the scheme enumerating an....