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TMI Blog2020 (9) TMI 524X X X X Extracts X X X X X X X X Extracts X X X X ..... lidated Company Scheme Petition bearing CP (CAA) NO. 966/MB.V/2020, inter alia, stating therein that the affairs of the Transferor Company has been conducted in a proper manner not prejudicial to the interest of the Shareholders of the Transferor Company and that the Transferor Company may be ordered to be dissolved without the process of winding up by this Tribunal. From the material on record, the Scheme appears to be fair and reasonable and is not violative of law and is not contrary to public policy. The Scheme is hereby sanctioned and the Appointed Date is fixed as 1st April, 2019. The Transferor Company be dissolved without winding up - The Petitioner Companies to file a copy of this Order, duly certified by the Deputy Director ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Scheme by passing a Board Resolution at their respective meetings held on 16th March, 2020. 5. The Learned Advocate appearing on behalf of the Petitioner Companies states that the Appointed Date of the Scheme is 1st April, 2019. 6. The First Petitioner Company is engaged in the business of catering, housekeeping and support services facilities to all types of rigs, platforms, vessels ships, etc. The Second Petitioner Company is engaged in the business of providing catering facilities to airlines, restaurants, food and beverages outlets, hotels, motels or other parties including all services, conveniences, amenities and facilities adjunct and expedient thereto and rendering technical, managerial or consultancy services in connection ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dvocate appearing on behalf of the Petitioner Companies further states that the Petitioner Companies have complied with all requirements as per directions of this Bench, that they have filed necessary compliance reports. 10. The Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, has filed a Report on 17th August, 2020 observing as follows :- IV. The observations of the Regional Director on the proposed Scheme to be considered by the Hon ble NCLT are as under: (a) In compliance of AS-14 (IND AS- 103), 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) etc; (b) As per ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Section 230(1) read with subsection (3) to (5) of Section 230 of the Act and the Minutes thereof are duly placed before the Tribunal. (e) Hon ble NCLT may kindly direct the petitioners to file an affidavit to the extent that the Scheme enclosed to Company Application Company Petition, are one and same and there is no discrepancy/any changes/changes are made, (f) The Petitioners under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Amalgamation. Further, the approval of the scheme by this Hon ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authoriti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... panies states that pursuant to the Order of the Hon ble National Company Law Tribunal, Mumbai Bench (NCLT) dated 1st June, 2020 passed in Company Scheme Application No. CA (CAA) No.990/MB.V/2020 and as directed therein, the meeting of the Equity Shareholders of both the Petitioner Companies has been dispensed with by the NCLT in view of the Consent Affidavits given by all the Equity Shareholders of the respective Petitioner Companies annexed as Annexures H-1 to H-2 and I-1 to I-2 to the Company Scheme Application. Further, as per the aforesaid order of the Tribunal, since the scheme is as contemplated under Section 230(1)(b) and not under provisions of Section 230(1)(a) of the Companies Act, 2013, there is no compromise and/or arrang ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al with any of the issues arising after giving effect to the scheme and the decision of such Authorities shall be binding on the Petitioner Companies. 17. The observations made by the Regional Director have been explained by the Petitioner Companies in Para 11 to 16 above. Moreover, the Petitioner Companies undertake to comply with all the statutory requirements, as may be required under the Companies Act, 2013 and the Rules made thereunder. The clarifications and undertakings given by the Petitioner Companies are accepted by the Tribunal. 18. The Official Liquidator has filed his report dated 17th August, 2020 in the consolidated Company Scheme Petition bearing CP (CAA) NO. 966/MB.V/2020, inter alia, stating therein that the affairs ..... X X X X Extracts X X X X X X X X Extracts X X X X
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