TaxTMI 
TaxTMI 
2019 (3) TMI 1829
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....nt Petition(s) pertain/s to the proposed Scheme of Arrangement (Demerger) by virtue of which M/s. Marshall Sons & Company (India) Limited (Chennai Division) (hereinafter referred to as 'Demerged Company') will merge with M/s. Auromaa Manufacturing Industries Limited (hereinafter referred to as 'Resulting Company'). 2. The Demerged Company is a Public Limited Company, incorporated on 27.03.1919 under the Indian Companies Act, 1913 with the Registrar of Companies, West Bengal. Subsequently, the Registered Office shifted from the State of West Bengal to Pondicherry, Tamilnadu, vide Order dated 18.11.2010, and presently having its Registered Office at No.24, Rue-Desbassyns De Richmond, Pondicherry - 605 001. The Resulting Com....
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....r members and creditors. The proposed Scheme will enable the Demerged Company to concentrate solely on its real estate business. The manufacturing activity from its Chennai Division, being a completely separate activity and requiring a completely different approach to business can be carried on by Resulting Company under a separate umbrella of management having greater focus and attention towards the same. This would enable greater focus and attention to the different businesses leading to optimum growth and development thereof. The proposed Demerger will enable the Transferee/Resulting Company to effectively raise financial resources through equity and debt capital on the basis of independent financials of the Chennai Division for better o....
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....arge and satisfy the same to the exclusion of Demerged Company and to keep Demerged Company indemnified at all times from and against all such debts, liabilities, duties and obligations and from and against all actions, demands and proceedings in respect thereof. 7. The Securities and Exchange Board of India has sent a Letter with Ref: No. CFD/DIL/BNS/AKD/3213/2017 dated 09.02.2017 to the Bombay Stock Exchange and the Calcutta Stock Exchange regarding the Scheme of Arrangement between the Petitioner Companies (at page No. 130 of the typed set filed with the Petition) stating therein that: a. BSE to ensure that information submitted by the Company, Marshall Sons & Company (India) Limited vide letter dated January 05, 2017 with re....
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....f operations for the period Ist April 2018 - 31st January 2019 in accordance with the Companies (Indian Accounting Standards) Rule, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies. 10. The Chartered Accountants further state that the financial statements (for the last 3 years ended on 31st March 2018 and for the period 1st April 2018 to 31st January 2019 of Demerged Company) have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices & policies to the extent applicable. Beginning April 1, 2017, the Company has for the first....
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....rged Company to Mumbai Port Trust on the final adjudication of the same by the Hon'ble Supreme Court of India. He has suggested that the Hon'ble Tribunal may consider a direction to the Promoter directors of the Demerged Company to make arrangement satisfactory to this Hon'ble Tribunal for ensuring payment of dues to MPT, if the Demerged Company looses the litigation pending before the Hon'ble Supreme Court of India. 14. With regard to the observation(s) made by the RD in his Affidavit, a Memo has been filed on behalf of the Demerged Company stating therein that the assets of the Demerged Company, post Demerger are more than sufficient to meet the said contingent liability. The Reserves, Current assets, Fixed Deposits 8B ....
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....ial Year 2017-18 5,83,22,000 Revenue earned as per the Unaudited Financials (from 1st April 2019 till 31st January 2019) 8,37,84,000 Therefore, the funds generated by the Company from its operations is also more than sufficient to meet the above Contingent Liability. 16. The Scheme will not cast any additional burden on the stakeholders and also will not prejudicially affect the interests of any class of the creditors in any manner. There is no requirement to modify the proposed Scheme. The Scheme of Arrangement (Demerger) appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have ....