TaxTMI 
TaxTMI 
2016 (7) TMI 32
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....nt in the nature of Demerger and Transfer of the demerged Undertaking viz. Ceramic Division of City Tiles Limited to Airona Tiles Limited and Restructure of Share Capital of City Tiles Limited, proposed under section 391 to 394 read with sections 78 and 100 to 103 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013. 2. It has been submitted that City Tiles Limited, the Petitioner Demerged Company is engaged in the manufacturing and marketing of a wide range of ceramic tiles and vitrified tiles. Airona Tiles Limited, the Petitioner Resulting Company has been incorporated recently with the objects of carrying on the business of manufacturing ceramic tiles. It is envisaged that the Resulting Company shall undertake the comm....
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....s, vide order dated 23rd March 2016, passed in Company Application No. 112 of 2016, the procedure prescribed under Section 101(2) of the Companies Act, 1956 as well as under rules 48 to 65 of the Companies (Court) Rules 1959, was dispensed with. 4. It has been submitted that vide the said order dated 23rd March 2016 passed in Company Application No. 112 of 2016, separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Demerged Company were directed to be convened for the purpose of obtaining their approval to the proposed scheme. Pursuant to the directions, separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Demerged Company were duly convened and held on 28....
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....or the Central Government, appear for Mr. Devang Vyas, learned Assistant Solicitor General. An affidavit dt. 9th June 2016 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby some observations are made. 8. Attention of this court is drawn to the Additional Affidavit dated 21st June 2016, filed by Mr. Rameshbhai L. Patel, Director of the Demerged Company whereby all the above issues have been dealt with. I have further heard submissions made by the learned counsel appearing for the Central Govt. and Mrs. Swati Soparkar, learned advocate appearing for the petitioners as follows: (i) It has been submitted that observations made vide para 2(a) and (b) are factual ....
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....everal decisions of various High Courts, including the Gujarat High Court. The petitioner has undertaken and it is hereby directed that in case of deviation from the applicable accounting standard or practice, the Resulting Company shall make necessary disclosures in its first financial statements after the scheme is made effective. Further, with regard to restriction over the reserves so created, to be made available for distribution of dividend, reliance is placed on the decision of the Hon'ble Division Bench of the Gujarat High Court. The said decision has already concluded the said issue vide order passed in O. J. Appeal No. 33 of 2012 in the matter of Adishree Tradelinks Private Limited (176 Company Cases 67 Guj.) whereby it is held th....
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....rangement is in the interest of its shareholders and creditors as well as in the public interest and the same deserves to be sanctioned. 10. Prayers in terms of paragraph 23(a), and (b) of the Company Petition No. 186 of 2016 for the Demerged Company including the Restructure of Share Capital in form of Utilisation of Securities Premium Account to the extent required as proposed vide clause 15 of the scheme are hereby granted. Similarly prayers made in terms of paragraph 17 (a) of the Company Petition No. 187 of 2016 for the Resulting Company are hereby granted. 11. The petitions are disposed of accordingly. So far as the costs to be paid to the learned Assistant Solicitor General is concerned, I quantify the same at Rs. 7,500/- per p....