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TMI Blog2017 (8) TMI 455X X X X Extracts X X X X X X X X Extracts X X X X ..... ello Writing Instruments and Containers Private Limited ("Fourth Transferor Company"), and Pentek Pen and Stationery Private Limited ("Fifth Transferor Company") with Cello Plastic Products Private Limited ("Transferee Company") ["Scheme" for short]. 2. The petitioner companies, respectively, filed Company Petition Nos.818 of 2016, 820 of 2016, 821 of 2016, 822 of 2016 and 823 of 2016 before the High Court of Judicature at Bombay, seeking sanction of the Scheme. The Honourable High Court of Judicature at Bombay, by order dated 25th November, 2016, admitted the aforesaid Company Petitions. Thereafter, the Hon'ble High Court of Judicature at Bombay, transferred the abovementioned Company Petitions to NCLT, Mumbai, in light of the Rule 3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t shall be presumed that the above said authorities have no representation to make on the proposed Scheme of Arrangement. 4. All the petitioner companies have filed affidavits in respect of service of notices to Shareholders and Publications made in the newspapers as well as Affidavit of Service to Regulatory Authorities. In response to such individual notice and the publications made in newspapers, no objection is received either from any shareholder or any creditor. No representation is received from any Regulatory authorities except the Regional Director, Mumbai, which will be taken into consideration hereafter. 5. Heard learned Senior Advocate, Mr. Manish R. Bhatt, appearing with Mr. Karan Sanghani, Advocate, for M/s M. R. Bhatt & Co. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ditor stating that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 is not available. To this, in the reply affidavit filed by the petitioners, it is stated in paragraph 3.b. that the certificate from the Auditors of the petitioner company was already submitted to the Regional Director vide letter dated 4th May, 2017. However, along with the affidavit, the petitioners produced the certificate in original issued by the Auditors of the company. In view of this statement in the affidavit, this Tribunal is of the view that the observation made by the Regional Director in paragraph IV (2) stands satisfied. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed that with effect from the effective date, the name of the transferee company shall forthwith stand changed from "Cello Plastic Products Private Limited" to "BIC Cello (India) Private Limited" without any further act or deed. In the affidavit filed by the Authorised Signatory, it is stated in paragraph 3.d. that the transferee company will change its name upon receiving necessary approval and after complying with the applicable provisions of the Companies Act, 2013 with respect to change in name of the transferee company by filing applicable e-forms with the Registrar of Companies. In light of the above, this Tribunal is of the view that the observation made by the Regional Director in paragraph IV (4) stands satisfied. 11. In response t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ransferor and the transferee companies are carrying on similar business of manufacturing and sales of pens, refills and other allied products and that the aforesaid business activities of the transferor and transferee companies fall under the automatic route under the extant Foreign Exchange Management Act, 1999 and 100% foreign direct investment is permitted in the petitioner companies without the need for any prior approval of or intimation to the Reserve Bank of India. However, it is stated in the affidavit that, upon the Scheme become effective, the transferee company undertakes to comply with the conditions prescribed under the extant FEMA laws including filing requisite forms with the Reserve Bank of India pursuant to the issuance of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , 2013 are satisfied. The Scheme appears to be genuine and bona fide and in the interest of the shareholders and creditors as well as in the public interest and the same deserves to be sanctioned. 16. In the result, these petitions are allowed. The Scheme, which is at Exhibit-A to TP Nos. 48, 49, 50 and 51 of 2017 and at Exhibit-M to TP No.52 of 2017, is hereby sanctioned and it is declared that the same shall be binding on the petitioner companies, viz. Cello Pens Private Limited, Cello Tips and Pens Private Limited, Cello Writing Instruments and Containers Private Limited, Pentek Pen and Stationery Private Limited and Cello Plastic Products Private Limited, their shareholders, creditors and all concerned under the scheme. It is also decl ..... X X X X Extracts X X X X X X X X Extracts X X X X
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