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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.
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,,"(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 — current Assets:
(a) Non — 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",