TaxTMI 
TaxTMI 
2016 (4) TMI 269
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....hereafter referred to as the scheme). 1.1 To be noted, the scheme is configured in a manner whereby, a business undertaking (hereafter referred to as the transferred undertaking) of the demerged company will merge with the resulting company. 1.3 The demerged company and resulting company, as referred to above, will hereafter be collectively referred to as the petitioners. 1.4 The registered office of the petitioners are located within the territorial jurisdiction of this court. 1.5 The details with respect to incorporation and the petitioners' authorised, issued, subscribed and paid up capital are set out in paragraph nos. 1.1.1, 1.1.2, 2.1 and 2.2 of the scheme. 1.6 The demerged company was incorporated on 15.11.1988, in consonance wi....
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...., whereby, a prayer had been made for dispensing with, the requirement of convening meetings of the shareholders and creditors (secured and unsecured) of the petitioners. This court vide order dated 03.08.2015, having regard to the fact that all the shareholders of the petitioners and all the creditors (i.e. secured and unsecured) of the demerged company had given their consent to the scheme, dispensed with the requirement of convening meetings, as prayed. 7. The petitioners, thereafter, filed the instant petition (i.e. the second motion). Notice in this petition was issued on 19.08.2015. Notice was accepted on behalf of the Regional Director (RD). Furthermore, citations were ordered to be published. 8. Accordingly, citations were publish....
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.... In response to the concern raised by the RD, the petitioners filed an affidavit dated 13.01.2016, wherein, it clearly averred that, the petitioners have filed the BOD resolutions (E-Form MGT 14) with the office of the ROC on 13.01.2016 with additional fees. 9.3 Therefore, in my view, having regard to the above, the concern of the RD stands duly addressed. 9.4 Since, this is a case of demerger, as far as the OL is concerned, it would have no role to play in this case. Mr. Behl, the learned counsel for the OL affirms this position. 10. To be noted, the scheme in clause 3.2 (ix) (a) provides that all employees of the demerged company engaged in the transferred undertaking in service shall become the employees of the resulting company from ....
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.... with the ROC, within thirty (30) days of its receipt. 13. It is further directed that the petitioners will comply with all the provisions of the scheme and, in particular, those which are referred to hereinabove. 14. In any event, notwithstanding what is stated by the petitioners, the resulting company will file an undertaking with this court, within two weeks from today, stating therein, that it will take over and defray all liabilities of the transferred undertaking of the demerged company. It is also made clear, that the concerned Statutory Authority will be entitled to proceed against the resulting company qua any liability which it would have fastened on to the demerged company qua the transferred undertaking for the relevant period....