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2020 (9) TMI 361

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..... ;ble Shri V. Nallasenapathy, Member (Technical) For the Petitioner : Mr Hemant Sethi i/b Hemant Sethi Co. For Regional Director : Ms Rupa Sutar, Deputy Director, Office of the Regional Director, MCA (WR), Mumbai ORDER Per: Janab Mohammed Ajmal, Member (Judicial) The sanction of the Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the Act), to the Scheme of Amalgamation (the Scheme) of Ram Ratna Electricals Limited ( the Transferor Company/Non - Petitioner Company ) with R R Kabel Limited ( the Transferee Company/Petitioner Company ) and their respective shareholders. 2. The Court is convened through videoconference today. Heard the learned counsel for the .....

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..... combined entity; (d) Opportunities to strengthen leverage for raising resources to finance business needs and strengthen the financial position of the combined entity for future growth and expansion and to create a business structure, which is geared to take advantage of possible growth opportunities; (e) Achieve greater efficiencies in operations with optimum utilization of resources. Increased cost savings are expected to flow from focused operational efforts, rationalization, standardization and simplification of business processes and optimum utilization of human resources; (f) Reduction of overheads and other expenses, consolidation of operations under one roof and facilitate administrative convenience on account of .....

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..... response to the observations made by the Regional Director, the Petitioner Company has also given necessary undertakings and clarification. The observations made by the Regional Director and the clarifications and undertakings given by the Petitioner Company are summarized in the table below: SR. No. Para (IV) RD Report / Observation 18th August, 2020 Response of the Petitioner Company a) In addition to compliance of AS-14 (IND AS-103) the Transferee Company 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; Apropos the observ .....

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..... ed 21.08.2019 issued by the Ministry of Corporate Affairs to the extent applicable. c) The Registered Office of the Petitioner Transferor Company is situated in the state of Gujrat, Ahmedabad and falls within the jurisdiction of this Hon ble NCLT, Ahmedabad Bench. Further Hon ble Bench at Ahmedabad has approved the Scheme vide order dated 22.07.2020, same has enclosed herewith for necessary reference of the Hon ble NCLT Mumbai Bench as Annexure - F. Apropos the observation of the Regional Director, Western Region, Mumbai, as stated in paragraph IV (c) is concerned the Counsel for Petitioner confirms that the registered office of the Transferor Company is situated in the state of Gujarat, .....

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..... with the Registrar of Companies concerned, electronically in E-Form INC-28, within 30 days from the date of receipt of the Order from the Registry. iii. The Petitioner Company to lodge a copy of this Order and the Scheme duly authenticated by the Deputy/Assistant Registrar of this Tribunal with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, payable within 60 days from the date of receipt of the Order. iv. The Petitioner Company shall comply with the undertakings given by it. v. All concerned shall act on a copy of this Order along with Scheme duly authenticated by the Deputy/Assistant Registrar of this Tribunal. vi. The Petitioner Company is directed to issue newspaper publication .....

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