AI Drafter 
TaxTMI 
TaxTMI 
2016 (10) TMI 466
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....f Demerger and Transfer of the Demerged Undertaking, viz. Trading Undertaking of Priyal International Private Limited, the petitioner Demerged Company to Shroff Wholesome Living Farms Private Limited, the Resulting Company, as well as Restructure of Share Capital of Priyal International Private Limited proposed under section 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956. 2. It has been submitted that the petitioner Demerged Company is a private limited company and is engaged in trading of precious metals, jewellery, ornaments etc. It is also engaged in trading of agricultural products, shares and securities, commodities, derivatives etc. It has also undertaken real estate activities. The commercial activities....
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..... However, vide the aforesaid order dated 28th June 2016, a meeting of the unsecured creditors of the Demerged Company was directed to be convened. Pursuant to the directions issued, the said meeting of the unsecured creditors of the Petitioner Demerged Company was duly convened on 28th July 2016 and the Scheme was unanimously approved by the Unsecured Creditors present and casting valid votes at the said meeting. The procedure to be undertaken under section 101(2) of the Companies Act, 1956 was dispensed with vide the aforesaid order dated 28th June 2016. 5. Similarly, in case of the Resulting Company, vide the order dated 28th June 2016, meetings of the Equity and Preference Shareholders were dispensed with in view of the written conse....
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....ati Soparkar, learned advocate appearing for the petitioner on the said observations; (i) The observations made vide 2 (a) and 2 (b) of the affidavit of the Regional Director refer to the factual position and require no response. (ii) The observation made vide Para 2(c) pertains to the compliance with Accounting Standard 14 for the accounting treatment in the books of the Resulting Company. It is observed by the Regional Director that the accounting treatment proposed under clause 9.2 and 9.6 are not in compliance with AS14. It has been clarified by the Petitioner Companies that AS14 is not applicable in case of the Demerger as proposed in the present scheme. Further Clause 9.2 proposes the adjustment of the value of the d....
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....ng the procedure under Section 100 to 103 of the Companies Act, 1956 by following the requisite procedure. Accordingly, the petitioner company has envisaged such restructure and has sought the sanction of the Honourable court for the same. Further, the Regional Director has sought undertaking from the petitioner with regard to the utilisation of the Reserve in the books of the Resulting Company. It is respectfully submitted that the said issue is already concluded by the Division Bench judgment of this Court in the case of Adishree Telelinks Pvt. Ltd. (176 Company Cases 67) and no such direction is required to be issued. (iv) The observation made vide para 2 (d) pertains to non disclosure of the list of assets and liabilities of th....
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....eply affidavits, reliance placed on the decisions of Gujarat High Court and the submissions during the course of hearing, I am satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. I have come to the conclusion that the present scheme of arrangement is in the interest of the shareholders and creditors of both the companies as well as in the public interest and the same deserves to be sanctioned and the same is hereby sanctioned. 10. Prayers in terms of paragraph 20(a) and (b) of the Company Petition No. 365 of 2016 and in terms of paragraph 16(a) of the Company Petition No. 366 of 2016 are hereby granted. 11. The petitions are disposed of accordingly. So far as the costs to be pa....