Marigold Premises Private Limited And Ors. Vs

Sr.

No.

Para

(IV)","RD Report / Observation Dated

4th December, 2020",Response of the Petitioner Companies.

a),"In compliance of AS-14 (IND AS-103)

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.;","In so far as observations made in paragraph

IV (a) of the Report of Regional Director is

concerned, the Petitioner Companies

through its Counsel undertake that they will

comply with AS 14 (Ind AS 103) and 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.

b),"As per Definition of the Scheme,

Appointed Date"" for the purpose of

this scheme and for the Income Tax

Act, 1961, the ‘Appointed

Date’ means open of business

hours on 1st April, 2020, or such

other date as National Company Law

Tribunal may direct and fix

Effective Date"" means the last of the

dates on which the certified or

authenticated copies of the order

sanctioning this Scheme, passed by the

National Company Law Tribunal are

filed with the Registrar of Companies,

Pune by the Transferor Company,

Transferee Company No.1,2, and 3

who are parties to this Scheme.

Further, the Petitioners may be asked

to comply with the requirements and

clarified vide circular no. F. No.

7/12/2019/CL-I dated 21.08.2019

issued by the Ministry of Corporate

Affairs.","In so far as observations made in paragraph

IV (b) of the Report of Regional Director is

concerned, the Petitioner Companies

through its Counsel undertakes that the

Appointed Date would be 1st of April, 2020

as mentioned in the Scheme which is in

compliance with Section 232(6) of the

Companies Act, 2013 and the Scheme shall

take effect from such Appointed Date.

Further, the Petitioner Companies

undertakes to comply with the requirements

clarified vide circular No.7/12/2019/CL-I

dated 21.08.2019 issued by the Ministry of

Corporate Affairs

c),"ROC, Pune Report dated 28.10.2020

has inter-alia mentioned that there

are no prosecution, no technical

scrutiny, no inquiry, no inspection,

no complaint are pending.

Further mentioned that:-

As per the consideration clause of

the scheme, redeemable preference

shares are given with respect to the

equity shares of the company getting

demerged which may effect the right

of the shareholders of the Transferor

Company. In this regards, the

applicant have submitted that the pre

and post demerger shareholding of

the demerger company is not getting

changed and hence there is no

reduction of share capital. Further,

shareholding pattern of all

companies (Companies getting

demerged and transferor companies)

have identical shareholding pattern

which will not be detrimental for the

right of shareholders (100%) of the

applicant companies hence, matter

may be decide on its merit.

In this regards, the Petitioner

Companies has to clarify the same.","In so far as observations made in paragraph

IV (c) of the Report of ROC Pune is

concerned, the Petitioner Companies has

explained the same to the ROC that in view

of the identical shareholding in the

Transferor and Transferee Companies,

issue and allotment of Preference Shares to

the shareholder of transferee Companies as

part of the scheme of arrangement will not

impact the rights of any of the Shareholder

of the Transferor Company and there is no

reduction of capital of any of the petitioner

companies.

(d),"The petitioner company is directed to

place complete list of assets giving

details of value of each item of assets

to be demerged for all the three

demerged undertaking proposed.","In so far as observations made in paragraph

IV(d) of the Report of Regional Director is

concerned, the Petitioner Companies

through their Counsel submit that list of

assets and liabilities (with complete details

and respective valuation) to be demerged is

submitted with the Office of Regional

Director, Mumbai vide letter dated 8th

October 2020 submitted on 9th October,

2020, and is hereby placed on record of this

Tribunal:

(Amount in INR)

Particulars Maintenance

Business

Undertaking

Demerged to

Second

Petitioner

Company

I. Liabilities

(1) Non -

current

Liabilities:

(a) Other Long-

Term Liabilities","Nil

Nil",

(2) Current

Liabilities: (a)

Trade Payables

(b) Other

Current

Liabilities","1,21,766

1,33,02,100",

Total

Liabilities","1,34,23,866",

II. Assets,,

(1) Non â€

current Assets:

(a) Non â€

current

Investments

(b) Long Term

Loans &

Advances","Nil

71,03,990",

(2) Current

Assets:

(a) Inventory

(b) Trade

Receivables

(c) Cash &

Cash

Equivalents

(d) ShortTerm

Loans &

Advances

(e) Other

Current Assets","Nil

1,48,95,948

7,95,420

5,67,963

12,73,742",

Total Assets,"2,46,37,063",

(Amount in INR),,

Particulars,"Infrastructure

Business

Undertaking

demerged to Third

Petitioner

Company",

I. Liabilities,,

(1) Non -

current

Liabilities:

(a)Long Term

Borrowings

(b) Other Long-

Term Liabilities","1,25,63,505

2,40,000",

(2) Current

Liabilities:

(a) Trade

Payables

(b) Other

Current

Liabilities","7,52,563

30,90,630",

Total

Liabilities","1,66,46,698",

II. Assets,,

(1) Non â€

current Assets:

(a)Fixed Assets

â€" Tangible

Assets

(b) Long Term

Loans &

Advances","14,87,35,383

80,000",

(2) Current

Assets:

(a) Inventory

(b) Trade

Receivables

(c) Cash &

Cash

Equivalents

(d) ShortTerm

Loans &

Advances

(e)Other","51,39,532

1,35,64,847

52,53,043

8,80,557",

Current Assets,"30,16,837",

Total Assets,"17,66,70,199",

Amount in INR),,

Particulars,"Construction and

Real Estate

Development

Business

Undertaking

Transferred to

fourth Petitioner

Company",

I. Liabilities,,

(1) Non -

current

Liabilities:

(a) Other Long-

Term Liabilities","Nil

Nil",

(2) Current

Liabilities:

(a) Trade

Payables

(b) Other

current

Liabilities","Nil

2,13,91,618",

Total

Liabilities","2,13,91,618",

II. Assets,,

(1) Non â€

current Assets:

(a) Non â€

current

Investments

(b) Long Term

Loans &

Advances","Nil

Nil",

(2) Current

Assets:

(a) Inventory

(b) Trade

Receivables

(c) Cash &

Cash

Equivalents

(d) ShortTerm

Loans &

Advances","10,34,91,532

Nil

Nil

23,93,028",

Total Assets,"10,58,84,560",

(e),"Further there are inconsistent

statement in scheme as to issue of

equity shares to the members of the

Transferee Company at para 6.2,

15.2, 24.2 at three places for three

Companies.

However, this para’s are incorrect

to the extent that there is no proposal

to issue equity shares but issue of

Preference shares only.

Petitioner Companies have to

undertake to clarify the same.","In so far as observations made in paragraph

IV (e) of the Report of Regional Director is

concerned, it is clarified that the word

“equityâ€​ in para 6.2, 15.2 and

24.2 was due to typographical error instead

of Preference Shares.

The same therefore be read as Preference

share.

Under the main clause 6.1, 15.1

and 24.1, the allotment of Preference Shares

is mentioned. These clauses relate to the

treatment of fraction shares, if any. In view

of the shareholding pattern and proposed

allotment, no fraction shares are expected to

arise.