9911796707
TMI Blog2020 (9) TMI 380X X X X Extracts X X X X X X X X Extracts X X X X ..... not contrary to public policy. Petition allowed subject to conditions imposed. - C.P. (CAA) No. 944/MB/2020 and C.A.(CAA) No. 370/MB/2020 - - - Dated:- 14-8-2020 - Janab Mohammed Ajmal, Member (J) And V. Nallasenapathy, Member (T) For the Appellant/Respondent: Ahmed M. Chunawala i/b Rajesh Shah Co., Advocates and Rupa Sutar, Deputy Director ORDER JANAB MOHAMMED AJMAL, MEMBER (J) 1. The Petitioner seeks sanction of the Tribunal under Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 (the Act) and the Rules framed there under for the Scheme of Amalgamation of RADHA RIDDHI ENTERPRISES PVT. LTD, the First Transferor Company and SHREE SAINATH AGRO FIELDS PVT. LTD, Second Transferor Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... responsibilities and multiplicity of records and legal and regulatory compliances. c. Consolidation and improvement in the internal control systems and procedures which will bring greater management and operational efficiency due to integration of various similar functions being carried out by the entities such as human resources, finance, legal, management etc. d. The consolidation of all the entities into one entity will strengthen the financials of the Amalgamated Company which in turn will help in raising finance at better terms. e. Synergies arising out of the consolidation of supporting businesses through the amalgamation will lead to improved earnings and cash flow of Amalgamated Company and also in effective management of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be deemed to be effective from such date and not at 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 Petitioner may be asked to comply with the requirements and clarified vide circular No. F. No. 7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry of Corporate Affairs. c) Petitioner Company have to undertake to comply with section 232(3)(i) of Companies Act, 2013, where the transferor company is dissolved, the fee, if any, paid by the transferor company on its authorised capital shall be set-off against any fees payable by the transferee company on its authorised capital subsequent to the amalgamation and therefore, petitio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies submits that in addition to Compliance of AS-14, 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, if applicable) etc. 9. So far as the observation in paragraph IV (b) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies submits that the Appointed Date is 1st October, 2019 from which it shall be effective and the Scheme shall be deemed to be effective from such date and not at a date subsequent to the appointed date. 10. So far as the observation in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme of Amalgamation filed before this Tribunal will not deter any authorities to deal with any of the issues arising after giving effect to the Scheme and that the decision of authorities is binding on the Petitioner Company (s). 15. The observations made by the Regional Director have been explained by the Petitioner Companies in Para 8 to 14 above. The clarifications and undertakings given by the Petitioner Companies are accepted by the Tribunal. 16. The Official Liquidator has filed his report on 13th August, 2020 in the Company Scheme Petition No. 944 of 2020, inter alia, stating therein that the affairs of the Transferor Companies have been conducted in a proper manner not prejudicial to the interest of the Shareholders of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on of stamp duty, if any, payable. v. The Petitioner Company shall comply with the undertakings given by it. vi. All concerned shall act on a copy of this Order along with Scheme duly authenticated by the Deputy/Assistant Registrar of this Tribunal. vii. The Petitioner Companies are directed to issue newspaper publications with respect to approval of the Scheme, in the same newspapers in which previous publications were issued. viii. The Petitioner Companies shall take all consequential and statutory steps required under the provisions of the Act in pursuance of the Scheme. ix. Any person interested shall be at liberty to apply to the Tribunal in above matter for any direction that may be necessary. - - TaxTMI - TMITax - ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
