TaxTMI 
TaxTMI 
2008 (9) TMI 563
X X X X Extracts X X X X
X X X X Extracts X X X X
....een 'Bhagwanti Rubber & Allied Products Private Limited' described as the 'Demerged Company' having its registered office at E-4, Panki Site-1, Kanpur - 208022 and 'Rupani Footcare Private Limited' described as the 'Resulting Company' having its registered office at 122/334, Shastri Nagar, Kanpur - 208005. The Demerged Company-Transferor Company is carrying on the business of manufacture and sale of 'Hawai Chappals' in its 'Hawai Chappals unit' and manufacture and sale of 'Shoes' in its 'Shoes unit'. The Scheme proposes to demerge the 'Shoes unit' of the Transferor Company in the Transferee Company. 3. The Company Application was filed on 28-4-2008 to call the meetings of the shareholder and creditors of the Transferor Company. By an ord....
X X X X Extracts X X X X
X X X X Extracts X X X X
....he resulting company), copies of which have been filed as Annexures 4 and 5 respectively. After considering the various averments made in the application, the Court is of the opinion that the meeting of the equity shareholders of the demerged company cannot be dispensed with even if the shareholders of the two companies have resolved in favour of the scheme of demerger. The meeting for the purpose of considering the scheme of demerger has to be convened under the aegis and supervision of the Court. In this view of the matter, the prayer that the meeting of the equity shareholders of the demerged company be dispensed with, cannot be accepted. So far as the meeting of the shareholders of the resulting company is concerned, as it was earlie....
X X X X Extracts X X X X
X X X X Extracts X X X X
....heir request. The notice convening aforesaid meetings shall be sent under the signatures of the Chairman at least 21 clear days before the date appointed for the meetings, along with the scheme of demerger and the statement as required to be furnished pursuant to section 393 of the Companies Act, 1956 along with prescribed form of proxy, by pre-paid letter posted under certificate of posting, addressed to each of the shareholders/members and creditor of the company at their respective registered or last known address. In addition, at least 21 clear days before the date appointed for the meetings, as aforesaid advertisement convening the said meetings and stating that copies of the scheme along with copies of the statement required to be ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ni, holding 9.46 per cent shares; Shri Prakash Rupani, holding 0.06 per cent shares and Shri Sunil Rupani holding 0.06 per cent shares, were present in person. Shri Hargun Das Rupani was also holding the power of attornies of Smt. Kartari, Smt. Meena Rupani holding 22.20 per cent shares. The shareholders completed the quorum and resolved to accept the 'Scheme of Arrangement'. With regard to creditors of the company, it is reported by Shri Udayan Nandan that 11 creditors were present in person and 02 by proxies thereby representing debts of Rs. 1,46,13,951.06 representing 50.34 per cent of the total value of debts. The creditors present in person and their proxies approved the 'Scheme of Arrangement' unanimously. 5. The Confirmation Petit....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e and concurrently and as integrally connected part of the Scheme and upon the coming into effect of this Scheme, with effect from the appointed date, the issued, subscribed and paid-up capital of Demerged Company shall be reduced by Rs. 3,82,85,430 (rounded off) respectively as being no longer represented by assets of the Demerged Company and such reduction shall be effected by reducing the Paid-up Share Capital by Rs. 4.80 per equity shares of Rs. 10 each of the Demerged Company which have been issued and are outstanding'." 8. On the objection on the 'appointed date', and the 'incorporation of the Transferee Company' being later to the appointed date, it in stated that the effective date under the scheme is the date on which the scheme....
X X X X Extracts X X X X
X X X X Extracts X X X X
....spect of unpaid share capital or payment to an shareholder of any paid-up share capital so as to attract the procedure envisaged under section 101(2) of the Act. The shares are fully paid-up and that majority of the shareholders have accepted the share exchange ratio. The sanction of the Scheme of Arrangement does not require any further petition for reduction of share capital. The two divisions of the Transferor Company are working separately and that the reserves and surplus have also been divided in the consideration of the share exchange ratio. Since there is no proposal of amalgamation of the companies and as such Accounting Standard-14 i.e. 'Accounting for Amalgamation' issued by the Institute of Chartered Accountants of India is not ....