AI Drafter 
TaxTMI 
TaxTMI 
2021 (11) TMI 125
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.... 232 of Companies Act, 2013 read with the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 for the purpose of the approval of the Scheme of Arrangement by way of Demerger (hereinafter referred to as 'Scheme' for brevity), as contemplated between the Companies, its Shareholders and Creditors. The copy of the Scheme has been placed on record. The details of the Companies forming part of the Scheme of Arrangement, as placed on record, are given in the following paragraphs. 2. M/s. Paramount Iron And Steel Works Private Limited, (hereinafter referred to as "Petitioner-1/Transferor Company") was incorporated on the 30.11.1964 under the provisions of the erstwhile Companies Act, 1956 as a private company having its re....
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....rd date for every 1 (one) Transferor Company equity share each held in Transferor Company on the record dated; and * The Transferee Company shall allot equity shares in respect of frictional entitlements to which a Transferor Company equity holder may be entitled on allotment of shares per se 6.1. The Board of Transferee Company shall be all much fractional items and thereupon issue equity share, as applicable (which shall be rounded off to the next whole number in lieu thereof to a person/trustee authorized by the Board of Transferee Company in this behalf who shall hold the shares in trust on behalf of the Transferor Company equity holders entitled to final entitlements with the express understanding that such person/trustee shal....
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....cturing of the Applicant Company No. 1/Transferor Company or the Applicant Company No. 2/Transferee Company in the Scheme. 6. From the records, it is seen that the First Motion petition was filed by the Petitioner Companies for seeking directions for dispensing with the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors of both the Companies. This Tribunal, in the First Motion Application bearing No. CA(CAA) No. 122 (NDJ2019, vide Order dated 28.09.2020 dispensed with the requirement of convening the meetings of the equity shareholders, secured creditors and unsecured creditors of both the companies. 7. The Appointed date as define in the Scheme of Arrangement/Demerger will means either of (a) the effective date....
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....edition) newspapers. 10. The Regional Director has filed its report dated 01.06.2021 raising some observations in respect of the proposed Scheme. However, vide additional report dated 28.07.2021, the Regional Director has submitted that the reply of the petitioner companies seems satisfactory. The relevant part of the report dated 28.07.2021 has been reproduced below: "That the reply submitted by the petitioner company has been examined and it has been noticed that the petitioner company has furnished a copy of financial statement of demerged unit indicating all the assets movable and immovable and liabilities. Further, in respect of query number 2 it is noticed that the petitioner company transferring its one of the unit as goi....
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....ly, in sequel to the above, sanction is hereby granted to the Scheme of Arrangement proposed by the Petitioner Companies under Section 230 to 232 of the Companies Act, 2013. The sanctioned Scheme of Arrangement shall be binding on the Transferor Company and Transferee Company (the Applicant/Petitioner Companies) and their Shareholders and Creditors. The Petitioner Companies shall remain bound to comply with the statutory requirements in accordance with law. 14. Notwithstanding the above, if there is any deficiency found or violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Authority to the Scheme will not come in the way of action to be taken, albeit, in accordance with law, against the conc....