Essential Power Transmission Pvt Ltd vs Esenpro Power Transmission Private Limited

Particulars,Amount in (Rs.),

Authorised Capital,,

10,00,000 Equity Shares of Rs. 10/- each.","1,00,00,000",

Total,"1,00,00,000",

Issued, Subscribed and Paid-up",,

5,78,823 Equity Shares of Rs. 10/- each","57,88,230",

Total,"57,88,230",

Sr. No.

Para

(III)","RD Report / Observation Dated 12th

October, 2020","Response of the Petitioner

Companies

a),"In compliance of AS-14 (IND AS103),

the Petitioner Companies shall pass

such accounting entries which are

necessary in connection with the

scheme to comply with other applicable

Accounting Standards such as AS-

5(IND AS-8) etc","A s far as the observation of the

Regional Director, as stated in IV(a)

of the report and reproduced

hereinabove is concerned, we would

like to state that as this is a scheme

of demerger, AS-14 is not applicable

to the scheme. However, petitioner

Companies undertakes that it shall

pass such accounting entries as may

be necessary in connection with the

Scheme to comply with all the

applicable accounting Standards and

generally accepted accounting

principles.

b),"a . As per Definition of the Scheme,

Appointed Date"" shall mean the

opening of the business hours as on 1 st

April, 2019 or such other date as may

be fixed or approved by the NCLT at

Mumbai or such other competent

authorities; ""Effective Date"" shall mean

the date or last of the dates on which

the certified copies of the orders

sanctioning the Scheme, passed by the

National Company Law Tribunal or

such other competent authority;

Further, the Petitioners may be asked to

comply with the requirements and

clarified vide circular no. F. No.

7/12/2019/CLI dated 21.08.2019 issued

by the Ministry of Corporate Affairs","A s far as the observation of the

Regional Director, as stated in IV(b)

of the report and reproduced

hereinabove is concerned, the

Petitioner Companies undertake to

comply all the requirements as

specified in the Ministry of Corporate

Affairs (‘MCA’) Circular

F.No.7ll2/2019/CL -l

(‘Circular’) dated August 21,

2019

c),"Petitioner Company have to undertake

to comply with section 232(3)(i) of

Companies Act, 2013, where the

transferor company is dissolved, the

fee, if any, paid by the transferor

company on its authorised capital shall

be set-off against any fees payable by

the transferee company on its

authorised capital subsequent to the

amalgamation and therefore, petitioners

to affirm that they comply the provisions

of the section","A s far as the observation of the

Regional Director, as stated in IV(c)

of the report, Petitioner companies

state that since it is a Scheme of

Demerger and hence Section 232(3)

(i) is not applicable in this case since

post the effective date, the transferor

company shall continue to remain in

existence. The transferor company

shall not be dissolved as this is a

scheme of demerger and demerged

undertaking as defined under the

scheme of the transferor company is

being demerged into

transferee/resulting company

d),"ROC, Mumbai Report dated 16th

September, 2020 has inter alia

mentioned that there are no

prosecution, no technical scrutiny, no

inquiry, no inspection, no complaint are

pending. Further mentioned that

interest of the Creditors shall be

protected. In this regard, Petitioner

Companies has to give detailed

clarification regarding how interest of

the creditor will be protected by the

petitioner Companies","A s far as the observation of the

Regional Director, as stated in IV(d)

of the report and report of the ROC

as mentioned herein above are

concerned, the Petitioner companies

hereby undertake that the interest of

the creditor shall be protected

e),"Petitioner Companies directed to place

on record the list of assets and

liabilities which are to be demerge,

mentioning the total divisions (as the

case may be) in the demerged company

with the details of specific divisions (as

the case may be) to be demerged with

the resulting company","A s far as the observation of the

Regional Director, as stated in IV(e)

of the report, Petitioner companies

states that the list of assets and

liabilities which are to be demerge,

mentioning the total divisions in the

demerged company with the details

of specific divisions to be demerged

with the resulting company is

enclosed as “Annexure-B†to

Rejoinder to Regional Director’s

Report.

f),"As per Clause 16 of the Scheme to the

Accounting Treatment in the books of

t h e Resulting Company “The

difference being the excess/deficit of

the assets cover liabilities transferred to

and recorded by the Resulting Company

over the face value of the new equity

shares allotted as per 15.2 of the

Scheme to the Resulting Company shall

be credited to Capital reserve Account

in the books of the resulting company.

In this regards the company be directed

to amend the scheme that the Capital

Reserve so created to be named as

“Capital Reserve arising out of the

Demerger†and that the reserves shall

not be available for distribution of

dividend","A s far as the observation of the

Regional Director, as stated in IV(f)

of the report, Petitioner companies

states that since this is a scheme of

demerger and as part of scheme,

demerged undertaking of the

transferor company surplus shall be

credited to Capital Reserve account

and the Capital Reserve so created

shall be named as “Capital

Reserve arising out of the

Demerger†and that the Reserve

shall not be available for distribution

of dividend