9911796707
TMI Blog2020 (9) TMI 518X X X X Extracts X X X X X X X X Extracts X X X X ..... interest - the scheme is 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. - CP (CAA) 954/MB-I/2020 CA (CAA) 4039/MB-I/2019 - - - Dated:- 12-8-2020 - Hon'ble Janab Mohammed Ajmal, Member (Judicial) And Hon'ble Mr. V. Nallasenapathy, Member (Technical) For the Petitioners : Mr. Hemant Sethi, Advocates For the Regional Director (WR) : Ms. Rupa Sutar, Deputy Director Office ofthe Regional Director, Mumbai ORDER Per : Janab Mohammed Ajmal Member ( Judicial ) This Petition seeks sanction under sections 230 to 232 of the Companies Act, 2013 (th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it a Board Resolution of the even date, annexed to the present Company Petition. 6. Learned Counsel for the Petitioner Companies submits that by an Order dated 20th February 2020 passed by this Tribunal in CA (CAA) No. 4039/MB.I/2019, the meetings of Equity Shareholders of Petitioner No. 1 and Petitioner No. 2 were dispensed with in view of the fact that all the Equity Shareholders of the Petitioner Companies had given their consent affidavits. Pursuant to the directions contained in the said order, the meeting of the Secured Creditors and Unsecured Creditors of Petitioner Companies was not required to be held and the Petitioner Companies had served individual notices to all its Secured and Unsecured Creditors. 7. The Demerger of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as may be fixed or approved by the National Company Law Tribunalor any competent authority may otherwise direct. Effective Date means the date on which the certified copies of the orders sanctioning this Scheme, passed by the National Company Law Tribunal are filed with the Registrar of Companies, Pune by Clover Technologies and Clover Infotech respectively. References in this Scheme to the date of coming into effect of this Scheme or upon the Scheme being effective shall mean the Effective Date. In this regard, it is submitted that Section 232 (6) of the 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... port of the Regional Director, the Petitioners have submitted clarifications and undertakings as follows: a. In so far as observations made in paragraph IV (a) of the Report of Regional Director is concerned, the Petitioner Companies through its Counsel undertake that they will comply with AS14 (Ind AS 103) and 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. b. In so far as observations made in paragraph IV (b) of the Report of Regional Director is concerned, the Petitioner Companies through its Counsel submit that Part -A Definitions Clause 1 (1.3 1.8) of the Scheme Appointed Date means 1st day April, 2019, o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vidual notices to all its Secured and Unsecured Creditors. The Tribunal may kindly take the same on record. d. In so far as observations made in paragraph IV (d) of the Report of Regional Director is concerned, the Petitioner Companies through its Counsel submit that the Scheme enclosed to Company Application and Company Petition, are one and same and there is no discrepancy/ any change/ changes are made to the Scheme. The same has also been confirmed by the Petitioner Companies in their respective Compliance Reports filed with the Hon ble Tribunal on 5th August, 2020, as per the directions contained in the Order dated 24th July, 2020. e. In so far as the observations made in paragraph V (e) of the Report of Regional Director is c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 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. iii. 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, paya ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
