AI Structured Summary
Not yet generated for this judgment
Judgment
Sr.
No.
Para
No.
IV","RD Report /observations Dated 21st 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 the observations made in paragraph
IV(a) of the Report of Regional Director is
concerned, the Petitioner Companies through
their Counsel submit that the Petitioner
Companies shall pass such accounting entries
as may be necessary in connection with the
Scheme to comply with the accounting standard
AS-14 ( IND AS 103 is not applicable to
Petitioner Companies) and any other applicable
accounting standards such as AS-5 (IND AS -
8 is not applicable to Petitioner Companies) to
the extent applicable.",
,(b),"As per Definition of the Scheme, ""Appointed
Date"" means the 1st April, 2020 or such other
date as may be fixed or approved by the
National Company Law Tribunal.
Effective Date"" means the last of the dates on
which the conditions, sanctions, approvals or
orders specified in Clause 16,18 and 19 of this
Scheme have been fulfilled, obtained or waived.
“ Company into effect to this Scheme†or
“ effectiveness of this Scheme†shall mean
the Effective Date.
Further, the Petitioners may be asked to 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 the observations made in paragraph
IV(b) of the Report of Regional Director is
concerned, the Petitioner Companies submit
that the Appointed Date i.e. 1st April, 2020 has
been clearly indicated in the Scheme in
accordance with provision of Section 232(6) of
the Companies Act, 2013 and the scheme shall
become effective from the Appointed Date.
The Petitioner Companies further submit that
they have already complied with the
requirements and clarification of circular no. F.
No. 7/12/2019/CL-I dated 21.08.2019 issued by
the Ministry of Corporate Affairs by clearly
specifying the Appointed Date in the Scheme
and hence the question of undertaking for
compliance to the requirements of the said
circular does not arise.
,(c),"ROC, Mumbai Report dated 27.11.2020 has
inter alia mentioned that there are no
prosecution, no technical scrutiny, no inquiry,
no inspection, no complaint are pending.
Further mentioned that:-
The Demerged Company has not attached
scheme with GNL-1 filed.
Petitioner Companies have to undertake to file
revised Form GNL-1 and submit the copy of the
form and challan.","In so far as the observations made in paragraph
IV(c) of the Report of Regional Director is
concerned, the
Petitioner Companies through their Counsel
submit that revised Form GNL-1 has been
submitted with the RoC for the First Petitioner
Company on 23 December 2020 bearing
SRN:R76964543 and for the Second Petitioner
Company on 23 December 2020 bearing
SRN:R76965128
therefore the question of undertaking
to file the same does not arise.
,(d),"As per clause 11 of the Scheme, staff workman
& employee, it is proposed that, all employees of
investment business division in employment of
such date shall become employees of resulting
company.
In this regards, the petitioner has kept the date
for identifying the employees vague which may
have impact on fate of employees of emerged
undertaking.
The Petitioner Company to undertake to ensure
that all the employees of the demerged division
shall be absorbed in the resulting company with
same salary and terms and conditions
of service or better terms and conditions.
Hon’ble Tribunal may satisfy itself
regarding this before sanctioning the scheme.","In so far as the observations made in paragraph
IV(d) of the Report of Regional Director is
concerned, the Petitioner Companies through
their Counsel submits that Clause 11 of the
Scheme clarifies that on the Scheme coming
into effect all employees of the Demerged
undertaking in employment on such date and
desirous of continuing their employment shall
become employees of the resulting company
with effect from the effective date without any
interruption of services as a result of the
transfer and on terms and conditions not less
favourable than those provided by the
Demerged Company as on the said date as if
they were in continuous service. Therefore, no
further undertaking to that effect is required.
,(e),"The Petitioner Company to place on records the
list of all assets. Giving full details of items to be
demerged, as also details of liabilities.","In so far as the observations made in paragraph
IV(e) 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 and is
hereby placed on record of this Tribunal.
,,,
,,,
,,"(Amount in INR)
Particulars : Investments Business
Undertaking
I. Liabilities
(1) Non - current Liabilities:
(a) Other Long-Term Liabilities Nil
(2) Current Liabilities:
(a) Trade Payables
(b) Short Term Provisions 2,48,000
Total Liabilities 2,48,000
II. Assets
(1) Non â€" current Assets:
(a) Non â€" current Investments
(b) Long Term Loans &
Advances 60,57,39,000
(2) Current Assets:
(a) Inventory 00
(b) Trade Receivables 00
(c) Cash & Cash Equivalents 67,06,000
(d) Short-Term Loans & 13,53,000 Advances
Total Assets 61,37,98,000",