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TMI Blog2020 (9) TMI 379X X X X Extracts X X X X X X X X Extracts X X X X ..... 020 - Hon'ble Janab Mohammed Ajmal , Member ( Judicial ) And Hon'ble Mr. V. Nallasenapathy, Member ( Technical ) For the Petitioners : Mr. Ajit Singh Tawari/b Ajit Singh Tawar Co. Advocates For Regional Director ( WR ) : Ms Rupa Sutar , Deputy Director , Office of the Regional Director, MCA ( WR ) , Mumbai ORDER Per : V. Nallasenapathy, Member ( Technical ) The Petitioner seeks sanction of the tribunal under Sections 230 to 232 of the Companies Act, 2013, to the Scheme of Amalgamation (Merger by Absorption) of Wellworth Capital Services Private Limited (Transferor Company) with Wellworth Financial Services Private Limited having (Transferee Company) and their respective shareholders ( Scheme ). 2. This Court is convened through videoconferencing. Heard the Learned Counsel for the Petitioner Companies and the representative of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai. No objector has come before the Tribunal to oppose the Scheme and nor any party has controverted any averments made in the Petition. 3. The Petitioner Companies have approved the said Scheme by passing the Board Resolutions in their respective ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Any references in this Scheme to the date of coming into effect of this Scheme or upon the Scheme becoming effective shall mean the Effective Date. Record date means the date to be fixed by the Board of Directors of the Demerged Company, in consultation with the Resulting Company, for the purpose of determining the members of the Demerged Company to whom NCRPS in the Resulting Company will be allotted under the Scheme. In this regard, it is submitted that section 232(6) of Companies Act, 2013 states that the Scheme under this section shall clearly indicate an appointed date from which it shall be effective and the scheme shall be deemed to be effective from such date and not a date subsequent to the Appointed Date. However, this aspect may be decided by the Hon ble Tribunal taking into account its inherent powers. Further, the Petitioners may be asked to comply with the requirements as clarified vide circular no. F. No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs. c) The Hon'ble Tribunal may kindly seek the undertaking that this Scheme is approved by the requisite majority of members and creditors as per Section 230(6) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s under: a) As far as the observations of the Regional Director, as stated in paragraph IV (a) of the report and reproduced hereinabove is concerned, the Transferee Company through its Counsel undertakes that it shall pass necessary accounting entries in connection with the Scheme as per AS -14 (IND AS-103) as well as comply with other applicable Accounting Standards to the extent applicable. b) As far as the observations of the Regional Director, as stated in paragraph IV (b) of the report and reproduced hereinabove is concerned, the Petitioner Companies through its Counsel confirms that the Appointed Date mentioned in the Scheme is 1st Day of April, 2019. In this regard, the Petitioner Companies confirm and undertake that upon the Hon ble National Company Law Tribunal, Mumbai Bench approving the Scheme, the Scheme shall take effect from the Appointed Date i.e. 1st day of April, 2019 in terms of provisions of Section 232(6) of the Companies Act,2013. Further, the Petitioner Companies through their Counsel undertake that they will comply with the provisions and requirements clarified vide circular no. F. No 7/12/2019/CL-I dated 21-08-2019 issued by the Ministry of Corporat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpanies through its counsel undertakes that as per Clause 13.3 of the Scheme, the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purpose of aggregating authorised share capital and no further resolution(s) under Sections 13, 14 and 61, respectively, of the Companies Act, 2013 and/ or any other applicable provisions of the Act, would be required to be separately passed. g) As far as the observations of the Regional Director, as stated in paragraph IV (g) of the report and reproduced hereinabove is concerned, the Transferee Company through its Counsel undertakes that it shall file copy of the order sanctioning the Scheme with RBI within 30 days from the date of the receipt of the order. h) As far as the observations of the Regional Director, as stated in paragraph IV (h) of the report and reproduced hereinabove is concerned, the Petitioner Companies through its counsel undertakes that as per Clause 14.1 of the Scheme, the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under Section 13 and Section 16 of the Companies Act, 2013 or any othe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hin 60 days from the date of receipt of the order. ORDER The Petition is allowed subject to the following. i. The CP (CAA) 939/MB-I/2020 Connected with CA (CAA) 65/MB-I/2020 is hereby sanctioned. It shall be binding on the Petitioners and the Companies involved in the Scheme and all concerned including their respective Shareholders, Secured Creditors, Unsecured Creditors/Trade Creditors and Employees. ii. The Transferor Company be dissolved without being wound up. iii. The Petitioner Companies are directed to file a certified copy of this Order along with a copy of the Scheme with the Registrar of Companies concerned, electronically in E-form INC-28 within 30 days from the date of receipt of the Order duly certified by the Deputy/Assistant Registrar of this Tribunal. iv. The Petitioner Companies to lodge a copy of this Order and the Scheme duly authenticated by the Deputy/Assistant Registrar of this Tribunal with the Superintendent of Stamps concerned, for the purpose of adjudication of stamp duty, if any, payable within 60 days from the date of receipt of the Order. v. The Petitioner Company shall comply with the undertakings given by it. vi. All concerne ..... X X X X Extracts X X X X X X X X Extracts X X X X
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