TaxTMI 
TaxTMI 
2020 (1) TMI 1238
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.... by the applicant, the object of this application is to ultimately obtain sanction of this Tribunal to a Scheme of Arrangement proposed to be made between the applicant companies and their respective shareholders under the Scheme whereby and whereunder :- a) Enable the Resulting Company to expand its presence in the fast moving consumer goods categories in India and abroad; b) Result in revenue and cost synergies including from supply chain opportunities, operational improvements, logistics alignment leading to economies of scale, creation of efficiencies and optimization of capital and operational expenditure, leveraging distribution networks, and optimization of overlapping infrastructure; c) Enhance the financial profile with higher growth, margin expansion and increased cash flows which will provide further headroom for inorganic growth opportunities in India and abroad; d) The shareholders of the Demerged Company will continue to participate in the growth of a larger consumer focused company i.e. the Resulting Company, while continuing to own shares in the Demerged Company which will remain focused on its basic chemistry and specialty produc....
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....ion' on the Scheme pursuant to the sad SEBI Circular. 7. By an order dated 20/9/2019 as corrected by an order dated 30/9/2019 in CA (CAA) No. 1147 of 2019, this Tribunal, was pleased to (a) dispense with holding of meeting of Creditors of the Resulting Company in view of over 90% in value of such Creditors having already consented to the Scheme and (b) direct convening and holding of meeting of the Equity Shareholders of the Resulting Company. 8. Notices of the said meeting were duly sent to the Equity Shareholders of the Resulting Company on 30/9/2019 and 1/10/2019 and advertisements thereof published in all India editions of the Financial Express in English on 2nd October, 2019 and in the local edition of Aajkal in Bengali on 3/10/2019 as directed by the said order. In compliance with Section 230(5) of the Companies Act, 2013 and the order dated 20/9/2019 the petitioner duly served notices on the Statutory Authorities. Affidavit of Compliance was filed by the Resulting Company on 28/10/2019 proving service of notices upon Equity Shareholders and Statutory Authorities and publication in the newspapers. 9. Meeting of the Equity Shareholders of the Resulting Company was....
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....feror companies against the fractional share entitlements, contrary to the provisions of section 230(10) of the Companies Act 2013 impacting the scheme. Furthermore, the proviso to Section 232(3) (b) expressly prohibits a company from holding shares in itself in its own name or in the name of a trust pursuant to a merger and provides or cancellation or extinguishment of such shares. The scheme is therefore not consistent with the provisions-of the Companies Act 2013. (d) According to clause 1.3 of the scheme the immovable properties of the demerged undertakings shall be transferred and vested in the resulting company and the title to such properties shall be deemed to have been mutated and recognized as that of the Resulting Company. In view of the judgment of Hon'ble Supreme Court in (2004)9 SCC 438 Hindustan Lever & Anr vs. State of Maharashtra and the judgment of Hon'ble Delhi High Court in Delhi Towers Limited vs. GNCT of Delhi (2009) the Transferee company may be directed to pay the applicable stamp duty for the transfer of the properties by virtue of the scheme. (e) It is submitted that the Resulting Company may be considered to be directed to pay th....
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.... fractional entitlements of the Equity Shareholders of Tata Chemicals Limited ("Demerged Company") to shares in Tata Global Beverages Limited ("Resulting Company") as per the share entitlement under the Scheme; allotment of such consolidated shares on behalf of such shareholders to an authorized representative, trustee(s) or SEBI registered merchant banker, as nominated by the Board of Directors of the Resulting Company; sale of such consolidated shares in the market; and distribution of the sale proceeds to the said Equity Shareholders of the Demerged Company in proportion to their fractional entitlements. There is no cancellation or extinguishment of any shares under the said Clause and the said Clause does not tantamount to buy back of shares requiring compliance with Section 68 of the Act as observed or at all. Such consolidated shares are neither being allotted to the Resulting Company nor the Resulting Company is buying back such shares. The Resulting Company would neither be the legal nor beneficial owner of such consolidated shares. The Resulting Company would not be holding such shares at all whether in its own name or in the name of any trust. In view of the aforesaid, th....
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....Scheme pursuant to the orders of this Hon'ble Tribunal under Sections 230 and 232 of the said Act. I say that the Resulting Company has already complied with all the applicable provisions of the Companies Act, 2013 as part of a 'single window clearance' under the Scheme, as also provided in Clause 11.3 of Part B of the Scheme. It is settled law that Section 230 is a complete code and the principle of 'single window clearance' permits all other formal requirements of the Companies Act, 2013 to be complied with as an integral part of the process for sanction of the Scheme. As such no separate approval under Rule 29(2) of the Companies (Incorporation) Rules, 2014 is required for change of name of the Resulting Company in terms of the scheme. Further, by way of abundant caution, the Resulting Company has already obtained availability of the name, "Tata Consumer Products Limited", from the Registrar of Companies. A copy of the letter dated 22nd October, 2019 issued by the Registrar of Companies confirming availability of such name is annexed hereto and marked "A". As such the question of the name not being available does not arise. However, without prejudice to the a....
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....tition and affidavits filed in the instant proceedings. In the facts and circumstances stated above and since all the requisite compliance have been fulfilled and being satisfied with the submissions made and explanations given on behalf of the petitioners, the petition for sanction of the scheme, as aforesaid, is allowed and following orders in terms of prayers made in the petition is passed: - ORDER i. The Scheme of Arrangement being Annexure "A" to the petition is sanctioned by this Hon'ble Tribunal to be binding with effect from the 1st day of April, 2019 ("Appointed Date") on Tata Global Beverages Limited its shareholders, creditors and all concerned. The approved Scheme of Amalgamation is annexed with this order and marked as Annexure A. ii. All the property, rights and powers of Tata Chemicals Limited relating to the Demerged Undertaking, including those described in the Schedule of Assets herein, be transferred from the said Appointed Date, without further act or deed, to the Resulting Company and, accordingly, the same shall pursuant to Section 232(4) of the Companies Act, 2013 be transferred to and vest in Tata Global Beverages Limited for all the estate and ....
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....SCHEME OF ARRANGEMENT I. PREAMBLE 1. This Scheme of Arrangement ("Scheme", more particularly defined hereinafter) is presented pursuant to the provisions of Sections 230 to 232 and other relevant provisions of the Act (defined hereinafter), as may be applicable, and also read with Section 2(19AA) and other relevant provisions of the IT Act (defined hereinafter), as may be applicable, for the demerger of the Demerged Undertaking (defined hereinafter) of Tata Chemicals Limited into Tata Global Beverages Limited on a going concern basis. II. BACKGROUND AND DESCRIPTION OF THE COMPANIES 1. Tata Chemicals Limited (hereinafter referred to as the "Demerged Company") is a public limited company incorporated on 23 January 1939 under the Companies Act, 1913 with CIN L24239MH1939PLC002893 and having its registered office at Bombay House, 24 Homi Mody Street, Fort, Mumbai 400001. The equity shares of the Demerged Company are listed on NSE and BSE. 2. Tata Global Beverages Limited (hereinafter referred to as the "Resulting Company") is a public limited company incorporated on 18 October 1962 under the Companies Act, 1956 with CIN L15491WB1962PLC031425 and having its registered off....
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....nuing to own shares in the Demerged Company which will remain focused on its basic chemistry and specialty products businesses. 5. The Scheme would be in the best interest of the shareholders of the Demerged Company and the Resulting Company, and shall not in any manner be prejudicial to the interests of the concerned shareholders and creditors or general public at large. IV. PARTS OF THE SCHEME 1. The Scheme is divided into the following parts: PART A deals with definitions, interpretation, effective date and share capital; PART B deals with the transfer of Demerged Undertaking from the Demerged Company and its vesting in the Resulting Company for consideration and matters incidental thereto; and PART C deals with the general terms and conditions. 2. This Scheme also provides for various other matters consequential, incidental or otherwise integrally connected therewith. PART A 1. DEFINITIONS In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning mentioned herein below: 1.1. "Act" means the Companies Act, 2013 and the rules and/or regulations framed under such a statute and includes any ....
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...., leave and licensed, right of way, tenancies or otherwise including offices, structures, workshop, benefits of any rental agreement for use of premises, marketing offices, share of any joint assets, etc., which immovable properties are currently being used exclusively and solely for the purpose of and in relation to the Consumer Products Business and all documents (including panchnamas, declarations, receipts) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest in connection with the said immovable properties; (b) all assets, as are movable in nature and exclusively and solely pertaining to "and in relation to the Consumer Products Business, whether present or future or contingent, tangible or intangible including goodwill, whether recorded in the books or not, in possession or reversion, including electrical fittings, furniture, fixtures, appliances, accessories, power lines, office equipments, computers, communication facilities, installations, tools, plants, vehicles, inventory and stock in trade and merchandise (including, raw materials, supplies, finished goods, and wrapping, supply, advertisement, promotional....
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....rights of whatsoever description and nature that in each case pertain exclusively and solely to the Consumer Products Business including, without limitation, the intellectual properties of the Demerged Company; (f) all rights to use and avail telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by the Demerged Company and exclusively and solely pertaining to or in connection with the Consumer Products Business and all other interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Demerged Company and exclusively and solely pertaining to the Consumer Products Business; (g) all tax relate....
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....s referred to in Clause 8 of Part C hereof have been fulfilled. 1.12. "Governmental Approvals" means any consent, approval, authorization, waiver, permit, permission, clearance, license, exemption, no objection certificate, registration, with, of or from any Governmental Authority. 1.13. "Governmental Authority" means any government authority, statutory authority, regulatory authority, agency, government department, board, commission, SEBI, Stock Exchanges, administrative authority, tribunal or court or any authority (including authorities administering Taxes) or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, having or purporting to have jurisdiction on behalf of the Republic of India or any state or province or other political subdivision thereof or any municipality, district or other subdivision thereof or in any other nation over the Demerged Company and/or the Resulting Company, as the context may require. 1.14. "GST" means the goods and services tax. 1.15. "IT Act" means the Income-tax Act, 1961 and shall include any statutory modifications, re-enactments or amendments thereof for the time be....
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.... 1.25. "Rupees" or "Rs." or "INR" means the lawful currency of India. 1.26. "Scheme" or "the Scheme" or "this Scheme" means this Scheme of Arrangement in us present form or with any modification(s) approved or imposed or directed by the NCLT or any other Governmental Authorities. 1.27. "SEBI" means the Securities and Exchange Board of India. 1.28. "SEBI Circular" means (i) circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, (ii) circular No. CFD/DIL3/CIR/2017/26 dated March 23, 2017, (iii) circular No. CFD/ DIL3/CIR/2017/105 dated September 21, 2017, (iv) circular No. CFD/DIL3/CIR/2018/2 dated January 3, 2018 issued by SEBI or any other circulars issued by SEBI applicable to schemes of arrangement from time to time. 1.29. "Stock Exchanges" means BSE, NSE and CSE collectively. 1.30. "Tax" or "Taxes" means and include any tax, whether direct or indirect, including income tax (including withholding tax, dividend distribution tax), GST, excise duty, VAT, CST, service tax, octroi, local body tax and customs duty, duties, charges, fees, levies or other similar assessments by or payable to Governmental Authority, including in relation to (i) income, services, gross rec....
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.... 2.10. Where a wider construction is possible, the words "other" and "otherwise" shall not be construed ejusdem generis with any foregoing words. 3. DATE OF TAKING EFFECT The Scheme set out herein in its present form or with any modification(s) approved or imposed or directed by the NCLT or by any Governmental Authority shall be effective from the Appointed Date but shall be operative from the Effective Date. A. SHARE CAPITAL 4.1. The share capital of the Demerged Company as on March 31, 2019 is as follows: Particulars Amount in INR Authorised: 27.00.00.000 Ordinary Shares of Rs. 10 each 270,00,00,000 Total 270,00,00,000 Issued: Subscribed and Paid-up: Issued Capital 254,84,25,980 25,48,42,598 Ordinary Shares of Rs. 10 each Subscribed and Paid-up 25,47,56,278 Ordinary Shares of Rs. 10 each 254,75,62,780 Forfeited shares Amount originally paid up on 86,320 forfeited shares 6,41,172,50 Total 254,82,03,952.....
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....re movable in nature and/or otherwise capable of transfer by physical or constructive delivery, novation and/or endorsement and delivery or by operation of law, pursuant to the NCLT Order, shall be vested in the Resulting Company. Upon this Scheme becoming effective, the title of such property shall be deemed to have been mutated and recognised as that of the Resulting Company, absolutely and forever. 1.2. In respect of such of the assets of the Demerged Company in relation to the Demerged Undertaking other than those referred to in Clause 1.1 of Part B above, outstanding loans and advances, if any, all kind of banking accounts including but not limited to current and saving accounts, term deposits, recoverable in cash or in kind or for value to be received, deposits, if any, with Governmental Authorities and other authorities and bodies, shall, without any further act, instrument or deed, be and stand transferred to and vested in the Resulting Company and/or be deemed to be transferred to and vested in the Resulting Company on the Appointed Date upon effectiveness of the Scheme, the Resulting Company shall upon sanction of the Scheme be entitled to the delivery and possession o....
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....Resulting Company upon the coming into effect of this Scheme. 1.5. Upon the Scheme coming into effect, all debts (secured and unsecured), liabilities, bonds, debentures (including contingent liabilities), duties and obligations of every kind, nature and description of the Demerged Company in relation to the Demerged Undertaking shall without any further act, instrument or deed, be and stand transferred to and vested in and/or be deemed to have been and stand transferred to, and vested in, the Resulting Company, so as to become on and from the Appointed Date, the debts, liabilities, bonds, debentures (including contingent liabilities), duties and obligations of the Resulting Company on the same terms and conditions as were applicable to the Demerged Company, and further that it shall not be necessary to obtain the consent/ approval of any Person who is a party to contract or arrangement by virtue of which such liabilities have arisen in order to give effect to the provisions of this Clause. Necessary modification as may be required would be carried out to the debt instrument issued by the Demerged Company in relation to the Demerged Undertaking. 1.6. Upon this Scheme becoming ....
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....required to carry on the operations of the Demerged Company in relation to the Demerged Undertaking, and which are subsisting or in effect immediately prior to the Effective Date, shall be, and remain, in full force and effect in favour of or against the Resulting Company and may be enforced as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party, a beneficiary or an oblige thereto and shall be appropriately mutated by the relevant Governmental Authorities in favour of the Resulting Company. In so far as the various incentives, service lax benefits, subsidies (including applications for subsidies), rehabilitation schemes, grants, special status, rights, and other benefits or privileges enjoyed, granted by any Governmental Authority or by any other Person, or availed of, by the Demerged Company in relation to the Demerged Undertaking arc concerned, the same shall, without any further act or deed, vest with and be available to the Resulting Company on the same terms and conditions as are available to the Demerged Company in relation to the Demerged Undertaking. 1.8. All registrations, licenses, trademarks, patents, copyrights, domain....
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....Undertaking have been a party, including any filings with the regulatory authorities, in order to give formal effect to the above provisions, the Resulting Company shall for this purpose, under the provisions hereof, be deemed to have been authorized to execute any such writings on behalf of the Demerged Company in relation to the Demerged Undertaking and to carry out or perform all such formalities or compliances referred to above on the part of the Demerged Company in relation to the Demerged Undertaking. 1.12. For avoidance of doubt and without prejudice to the generality of any applicable provisions of this Scheme, it is clarified that in order to ensure (i) implementation of the provisions of the Scheme; (ii) uninterrupted transfer of the relevant consents, approvals, patents, permissions, licenses, registrations, certificates etc.; and (iii) continued vesting of the benefits, exemptions available to the Demerged Company in relation to the Demerged Undertaking in favour of the Resulting Company, the Board of Directors of the Demerged Company and the Resulting Company shall be deemed to be authorized to execute or enter into necessary documentations with any regulatory autho....
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....le Law, shall, pending allotment or settlement of dispute by order of the appropriate court or otherwise, also be kept in abeyance in like manner by the Resulting Company. 2.4. In case any shareholder's holding in the Demerged Company is such that such shareholder becomes entitled to a fraction of a New Share, the Resulting Company shall not issue fractional shares to such shareholders but shall consolidate such fractions and round up the aggregate of such fractions to the next whole number and issue and allot the consolidated shares directly to an authorised representative or an individual trustee or a board of trustees or a corporate trustee or a SEBI registered merchant banker, nominated by the Board of the Resulting Company in that behalf, who/which shall sell such shares in the market at such price or prices and on such time or times as he/she/it in its sole discretion decide and on such sale, shall, subject to withholding tax, distribute the net sale proceeds (after deduction of applicable taxes and other expenses incurred) to the concerned shareholders of the Demerged Company in proportion to their respective fractional entitlements. 2.5. In the event of there bein....
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....y herein, upon this Scheme becoming effective, the Demerged Company and the Resulting Company shall give effect to the accounting treatment in its books of account in accordance with the accounting standard specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015. 3.2. Accounting treatment in the books of the Demerged Company: 3.2.1 Pursuant to the Scheme coming into effect, with effect from the Appointed Date, the Demerged Company shall account for the demerger of the Demerged Undertaking in its books of account in the following manner: (i) The Demerged Company shall transfer all the assets and liabilities pertaining to the Demerged Undertaking as on the Appointed date at the values appearing in its books of account (i.e., the book value) at the Appointed Date to the Resulting Company. Accordingly, the Demerged Company shall reduce from its books of account, the book values appearing on such date in accordance with the provisions of Section 2(19AA) of the IT Act. (ii) Having recorded the transfer of the assets and liabilities, as aforesaid, the Demerged Company shall make necessary adjustments for the sake of compliance w....
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....uding assets and liabilities not specifically recognized by the Demerged company in its financial statements) ("Identifiable Net Assets") are reflected at their Appointed Date fair values within the measurement period specified in the said Ind AS 103 and corresponding adjustment shall be made to goodwill and / or capital reserve as computed in sub-clause (iv) above. Further, acquisition related costs will also be accounted in accordance with the requirements of the said Ind AS 4. TAXATION MATTERS 4.1. Notwithstanding anything to the contrary contained in this Scheme, upon effectiveness of this Scheme: 4.1.1. the Demerged Company shall be liable for any Tax payable to Governmental Authorities under Applicable Laws relating to Tax ("Tax Laws") and shall be entitled to any refunds of Tax from Governmental Authorities under Tax Laws, which, in each case, arise from the operation or activities of the Demerged Undertaking prior to the Appointed Date, regardless of whether such payments or receipts are provided or recorded in the books of the Demerged Company and whether such payments or receipts are due or realised on, before or after the Appointed Date; and 4.1.2. the Result....
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....r are available for the operation and activities of the Demerged Undertaking on or after the Appointed Date, vest with and be available to Resulting Company on the same terms and conditions, as if the same had been allotted and / or granted and / or sanctioned and / or allowed to the Resulting Company. 4.5. Each of the Resulting Company and the Demerged Company shall be entitled to, amongst others, file/ revise its income-tax returns, TDS certificates, TDS / TCS returns, GST returns, wealth tax returns, service tax, excise duty, sales tax, value added tax, entry tax, cess, professional tax and other statutory returns, if required, claim credit for tax deducted at source, claim for sum prescribed under section 43B of the IT Act on payment basis, claim for deduction of provisions written back by the Demerged Company and the Resulting Company previously disallowed in the hands of the Demerged Company and the Resulting Company (relating to the Demerged Undertaking) respectively under the IT Act, credit of foreign taxes paid/withheld, if any, pertaining to the Demerged Company and the Resulting Company (relating to the Demerged Undertaking) as may be required consequent to implementa....
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....of the Consumer Products Business on or after the Appointed Date shall become the liabilities of the, Resulting Company upon effectiveness of the Scheme. 4.9. If the Demerged Company makes any payment to discharge any liabilities under Tax Laws that relate exclusively or predominantly to the activities or operations of the Consumer Products Business on or after the Appointed Date, the Resulting Company shall promptly pay or reimburse the Demerged Company for such payment. If the Resulting Company makes any payment to discharge any liabilities under Tax Laws that relate exclusively or predominantly to the activities or operations of the Consumer Products Business prior to the Appointed Date, the Demerged Company shall promptly pay or reimburse the Resulting Company for such payment. 5. SAVING OF CONCLUDED TRANSACTIONS Subject to the terms of the Scheme, the transfer and vesting of the Demerged Undertaking and continuance of proceedings by or against the Resulting Company, as provided herein, shall not affect any transactions or proceedings already concluded by the Demerged Company before the Effective Date, to the end and intent that the Resulting Company accepts and adopts....
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....een continued and enforced by or against the Demerged Company. It is hereby expressly clarified that any legal proceedings by or against the Demerged Company in relation to cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name of the Demerged Company and pertaining to the Demerged Undertaking shall be instituted, or as the case may be, continued, by or against, the Resulting Company after the coming into effect of the Scheme. 7.2. All legal or other proceedings pertaining to the Demerged Undertaking referred in Clause 7.1 of Part B above shall stand transferred to the name of the Resulting Company and the same shall be continued, prosecuted, defended and enforced as the case may be by or against the Resulting Company, to the exclusion of the Demerged Company. 8. ALTERATION TO MEMORANDUM OF ASSOCIATION OF THE RESULTING COMPANY 8.1. With effect from the Appointed Date, the main object clause of the memorandum of association of the Resulting Company shall be deemed to be altered and amended, without any further act or deed, to include the objects as required for carrying on the business activities of the Demerged C....
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....tract, refine and deal in all types of food including but not limited to confectionary, nutrition, milk and milk products, processed foods, performance nutrition, fibres, all kind of flour whether single or multi grain, health and wellness foods, protein foods, food products, agro foods, fast foods, packed foods, food grains, edible commodities, pulses or lentils whether processed or otherwise, water purifiers, water filters, systems, appliances, devices, products, methods or apparatus in relation to water dispensation, purification and treatment, value added food additive and food products, baking and cooking soda and products that contain the same including edible and nonedible applications, staples, cereals, pseudo cereals and processed derivatives thereof, spices, seasonings, ready to eat processed food products, nutritional solutions, natural, novel and processed foods, ingredients and formulations thereof, inorganic and organic materials and compounds based on novel processing and synthesis knowhow, ready to cook foods and spices, spice mixes and pastes or semi processed food products, sugar, sugar products, vegetable, ghee, edible oil, cooking oil, mineral oil, pre and pro b....
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....he Act and other applicable provisions of the Act, as the case may be, and the existing Clause 3A of the articles of association of the Resulting Company be replaced by the following clause: "3A The Authorised Share Capital of the Company shall be such as may be authorized by Clause V of the Memorandum of Association of the Company from time to time." 9.4. It is clarified that the approval of the members of the Resulting Company to this Scheme shall be deemed to be their consent/approval also to the consequential alteration of the memorandum of association and articles of association of the Resulting Company and the Resulting Company shall not be required to seek separate consent/approval of its shareholders for such alteration of the memorandum of association and articles of association, as required under Sections 13, 14, 61, 62 and 64 of the Act and other applicable provisions of the Act. 10. STAFF, EMPLOYEES & WORKMEN 10.1. Upon the coming into effect of this Scheme, all the employees of the Demerged Company engaged in or in relation to the Demerged Undertaking immediately prior to the Effective Date, shall become the employees of the Resulting Company without any br....
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....me which is available and approved by the Registrar of Companies, by simply filing the requisite forms with the relevant Governmental Authority and no separate act, procedure, instrument, or deed and registration fees shall be required to be followed under the Act. 11.2. Consequently, subject to Clause 11.1 of Part B above, Clause I of the memorandum of association of the Resulting Company shall without any act, act, procedure, instrument or deed be and stand altered, modified and amended pursuant to Sections 13, 232 and other applicable provisions of the Act, and be replaced by the following clause: "The name of the Company is Tata Consumer Products Limited." 11.3. It is clarified that in the event any name other than 'Tata Consumer Products Limited' is made available by the Registrar of Companies and is acceptable to the Board of the Resulting Company, the name of the Resulting Company shall be changed to such other name and Clause 11.2 of Part B of this Scheme shall be read and applied accordingly. It is hereby further clarified that, for the purposes of acts and events as mentioned in Clause 11.1 and 11.2 of Part B above, the consent of the shareholders of the ....
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....ng) shall be deemed to have been carrying on and shall carry on its business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of the assets for and on account of, and in trust for the Resulting Company; 2.2.2 all profits or income arising or accruing to the Demerged Company with respect to the Demerged Undertaking and all taxes paid thereon (including but not limited to tax deducted at source, taxes withheld/ paid in a foreign country, etc.) or losses arising or incurred by the Demerged Company with respect to the Demerged Undertaking shall, for all purposes, be treated as and deemed to be the profits or income, taxes or losses, as the case may be, of the Resulting Company; 2.2.3 all loans raised and all liabilities and obligations incurred by the Demerged Company with respect to the Demerged Undertaking after the Appointed Date and prior to the Effective Date, shall, subject to the terms of this Scheme, be deemed to have been raised, used or incurred for and on behalf of the Resulting Company and to the extent they are outstanding on the Effective Date, shall also, without any further act or deed be and be deemed to be....
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....mission, contract or agreement as if it were the owner of the property or asset or as if it were the original party to the license, approval, permission, contract or agreement. It is clarified that till entry is made in the records of the Governmental Authority (ies) and till such time as may be mutually agreed by the Demerged Company and the Resulting Company, the Demerged Company will continue to hold the property and/or the asset, license, permission, approval as the case may be in trust on behalf of the Resulting Company. 5. APPLICATIONS TO NCLT The Demerged Company and the Resulting Company shall simultaneously make necessary applications / petitions to the NCLT, where the registered offices of the Demerged Company and the Resulting Company are situated, for sanctioning this Scheme and all matters ancillary or incidental thereto under Sections 230 to 232 and other applicable provisions of the Act. 6. MODIFICATIONS OR AMENDMENTS TO THE SCHEME 6.1. The Demerged Company and the Resulting Company, through their respective Board of Directors or such other person or persons as the respective Board of Directors may authorize (including any committee or sub-committee there....