TaxTMI 
TaxTMI 
2016 (10) TMI 516
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....Commercial Private Limited and Avadh Material & Equipment Suppliers Private Limited proposed under Section 391 to 394 read with Sections 78 and 100 to 103 and other applicable provisions of The Companies Act 1956 and Section 52 of The Companies Act 2013. 3. It has been submitted that all the companies involved in the proposed composite scheme of arrangement are group companies and belong to Arvind group. Aura Securities Private Limited, the Demerged Company1 is a Private Limited company and is, inter alia, Promoter of Arvind Limited. The Company is mainly engaged in business of Trading and Investment activity. Anagram Knowledge Academy Limited, the Petitioner Demerged Company2 is a Limited Company of the promoter group of Arvind Limited, primarily engaged in the business of providing coaching and training for various courses and trading of Clothes and Garments. It has been realized by the Board of Directors of the Petitioner Companies that the business of the Demerged Companies be separated in such a way that Trading and Investment activity and Trading and coaching activities are segregated. With this objective in mind, it is proposed to transfer and vest the Trading & Investmen....
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....holders of the Demerged/ Transferor Companies, there will not be any Net Reduction of Capital. 5. It has been pointed out that vide the orders dated 15th June 2016 passed in Company Application No. 255 of 2016 and Company Application No. 274 of 2016 the meetings of the Equity and Preference Shareholders, Secured and Unsecured Creditors of the Demerged Company1 were dispensed with in view of the written consent letters from all of them being placed on record. The procedure under Sec. 101 (2) of the Companies Act, 1956 was also specifically dispensed with for the proposed Utilisation of Securities Premium Account and Reduction of part of the Issued, Subscribed and Paid up Capital. Similarly, in case of Anagram, Mayurprakash as well as Avadh, vide the respective orders dated 15th June 2016, in Company Applications No. 256, 257 and 258 of 2016, the meetings of the Shareholders and/or Unsecured Creditors of these Companies were dispensed with in view of the consent letters of all concerned parties, being placed on record. There were no Secured Creditors of any of these companies. 6. The substantive petitions were filed by all the Petitioner Companies and the same were admitted vid....
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....he Official Liquidator, it is observed that the affairs of the Transferor company have not been conducted in a manner prejudicial to the interest of their members or to the public interest. However, the Official Liquidator has requested this court to direct the Transferee Company to preserve the books of accounts and records of the Transferor Company for a period of 8 years from the date of sanctioning the scheme and not to dispose off the same without prior permission of the Central Govt. The Petitioner companies are accordingly directed to preserve the books and records of the Transferor Company for a period of 8 years from the date of sanctioning the scheme and not to dispose of the same without prior permission of the Central Govt. It is hereby further directed that even after the scheme is sanctioned, the Transferor company shall comply with all the applicable provisions of law and shall not be absolved from any of its statutory liability. 9. Notice of the petitions have been served upon the Central Govt. and Mr. Kshitij Amin, learned Central Govt. Standing counsel has appeared for Shri Devang Vyas, learned Assistant Solicitor General appear for the Central Govt. An affidav....
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....dia. It has been observed by the Regional Director that the NOC from the RBI has not been submitted by the said petitioner company. In this regard, it has been submitted that it is not necessary to obtain any prior approval from the Reserve Bank of India. The company however has undertaken to comply with all the applicable guidelines of RBI in the Post Scheme scenario. (v) The observation of the Regional Director made vide para 2(g) pertains to the Accounting Treatment proposed vide the respective clause nos. 13.5 and 34.4 of the Scheme for respectively the Resulting Company and the Transferee Company. In this regard, it has been submitted that the said standard permits the specific accounting treatment under the Scheme. If the proposed treatment amounts to deviation from the said standard, the Petitioner companies hereby undertake to make the requisite disclosures in the first financial statements after the Scheme is sanctioned by the Hon'ble High Court. With regard to the second part of the said observation, it is respectfully submitted that the Securities Premium Account so created shall be utilized in accordance with the applicable provisions of law with regard to the ....
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....ry of Corporate Affairs, it can be presumed that the Income Tax dept. has no objection to the proposed scheme of arrangement. The petitioner companies agree to comply with the applicable provisions of the Income Tax Act and rules. In view of the same, no further directions are required to be issued to the petitioner companies in this regard. (x) The Regional Director has confirmed that there are no complaints received against the petitioner companies in the office of the Registrar of Companies and there are no other objections to the scheme. 11. Since the aforesaid affidavit of the Regional Director was already filed before the service of the amendment application, the Regional Director has filed Additional Affidavit dated 5th October 2016 whereby it is clarified that it has no objection to the proposed amendments to the Scheme. 12. Heard Smt. Swati Saurabh Soparkar, learned advocate for the petitioner companies as well as the counsel appearing for the Central Govt.. Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits, and the submissions during the course of hearing, I am satisfied tha....