TaxTMI 
TaxTMI 
2022 (3) TMI 1657
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....ders. 4. The Learned Counsel for the Petitioner Companies submits that the First Petitioner Company is primarily engaged in the businesses of Real Estate Development including residential and commercial development and the Second Petitioner Company is authorised to undertake and engage in residential and commercial real estate development and construction business. 5. The Learned Counsel for the Petitioner Companies submits that following is the rationale and benefits of the Scheme; The restructuring, by way of demerger of the "Pune Residential Real Estate Development Business" of First Petitioner Company into Second Petitioner Company would result in: ● the Demerged Company to channelize its focus more on its other projects based in Mumbai; ● Further, such segregation of businesses shall enable focus on each project separately and bring efficacy in management of Mumbai and Pune businesses. ● The proposed demerger of the Demerged Undertaking would (i) facilitate the management to efficiently exploit opportunities for core business of the Demerged Undertaking independently in the Resulting Company and (ii) enable cost optimization, ....
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....f Directors of the Resulting Company shall, without any further act or deed, issue and allot to the equity shareholders of the Demerged Company, whose name is recorded in the register of members of the Demerged Company, on the Effective Date ("Record Date") 2 (two) equity shares of INR 10/- (Rupees Ten Only) each of the Resulting credited as fully paid for every 1(one) equity share of INR 100/- (Rupees One Hundred Only) each held by such equity shareholder of the Demerged Company ("New Equity Shares") as per the report obtained from the registered valuers. The ratio in which equity shares of the Resulting Company are to be issued and allotted to the shareholders of the Demerged Company is referred as the "Share Entitlement Ratio". It is clarified that no cash consideration shall be paid by the Resulting Company to the Demerged Company or its shareholders. ● In case the shareholders' equity shareholding in the Demerged Company is such that the shareholder become entitled, pursuant to clause 2.1 above, to a fraction of an equity share of the Resulting Company, the Resulting Company shall round off the said entitlement to the nearest integer and allot equity shares acco....
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....ter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authorities is binding on the Petitioner Company(s). With reference to the observation set out in paragraph IV (b) of the Report of Regional Director is concerned, the Petitioner Companies undertake that the approval of the Scheme by this Hon'ble Tribunal may not deter the regulatory authorities which have been served notice under section 230(5) of the Companies Act, 2013 to deal with any of the issue arising after giving effect to the Scheme and that the decision of such Regulatory Authority is binding on the Petitioner Companies, unless otherwise appealable by them. (c) The Hon'ble NCLT may kindly direct to the Petitioners to file an undertaking to the extent that the Scheme enclosed to the Company Application and the scheme enclosed to the Company Petition are one & same and there is no discrepancy or deviation With reference to the observation set out in paragraph IV (c) of the Report of Regional Director is concerned, the Petitioner Companies undertake that the Scheme enclosed to the Company Application and Company Petition are one and the same and th....
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....ould be no accrual of interest or other charges and there shall be no obligation/outstanding in that behalf in respect of any such intercompany loans, debt, securities or balances with effect from the Appointed Date. c) The excess / deficit of assets over liabilities of the Demerged Undertaking transferred pursuant to Clauses 4.1 (a) and (b) above and the cancellation of investment in the equity shares held by the Demerged Company in the paid-up share capital of the Resulting Company as per clause 3 above, shall be adjusted against Reserves. IN THE BOOKS OF THE RESULTING COMPANY 1.2. Upon the Scheme becoming effective and with effect from the Appointed Date, the transfer and vesting of the Demerged Undertaking from the Demerged Company into the Resulting Company shall be accounted in the financial statements of the Resulting Company as per the accounting standards notified under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India, in the following manner: a) The Resulting Company shall record the assets and liabilities pertaining to the Demerged Undertaking of the Demerged Company ....
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....on of dividend and other similar purposes. (f) Part B Clause 3 F Of The Scheme : 3. REDUCTION OF SHARE CAPITAL OF THE RESULTING COMPANY 3.1. Simultaneously, With The Issue And Allotment Of The New Equity Shares By The Resulting Company To The Equity Shareholders Of The Demerged Company In Accordance With Clause 2.1 Above Of This Scheme, In The Books Of The Resulting Company, All The Equity Shares Issued By The Resulting Company To The Demerged Company And Held By It Shall Stand Cancelled, Extinguished And Annulled On And From The Effective Date, Without Any Further Act, Instrument Or Deed. Such Cancellation Of The Share Capital Of The Resulting Company Shall Be Effected As A Part Of The Scheme Itself. The Order Of NCLT Sanctioning The Scheme Shall Be Deemed To Be An Order Under Section 66 Of The Act Confirming The Reduction And No Separate Sanction Under Section 66 Of The Act Shall Be Necessary. The Petitioner Transferee Company Shall Undertake To Comply With Section 66 Of The Companies Act, 2013 And Other Applicable Provisions Of The Act. Apropos the observation set out in paragraph IV (f) of the Report of Regional Director is concerned, the Petitioner Companies ....