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TMI Blog2020 (9) TMI 653X X X X Extracts X X X X X X X X Extracts X X X X ..... ontroverted any averments made in the Petitions to the said Scheme. 2. The sanction of the Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 to the said Scheme. 3. The Petitioner Company have approved the said Scheme of Merger by Absorption by passing the Board Resolutions which are annexed to the respective Company Scheme Petitions. 4. The Learned Advocate appearing on behalf of the Petitioners states that the Petitions have been filed in consonance with the Order passed in their Company Scheme Application No. 400 of 2019 of the National Company Law Tribunal. 5. The Learned Advocate appearing on behalf of the Petitioner further states that the Petitioner Company have complied with a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Accountants of India and thus on consolidation of business of all the Transferor Companies and the Transferee Company in one entity, all the shareholders of the merged entity will be benefited by result of the merger of Business and availability of a common operating platform and the Merger of the Transferor Companies with the Transferee Company will also provide an opportunity to leverage combined assets and build a stronger sustainable business. Specifically, the merger will enable optimal utilization of existing resources and provide an opportunity to fully leverage strong assets, capabilities, experience, expertise and infrastructure of all the companies. The merged entity will also have sufficient funds required for meeting its long-t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... filed with the Registrar of Companies, National Capital Territory of Delhi & Haryana, New Delhi , and Registrar of Companies, Mumbai, Maharashtra , after obtaining the necessary consents, approvals, permissions, resolutions, agreements, sanctions and orders in this regard. 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 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 Petitioners may be asked to comply with the requ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd Company Petition are one & same and there is no discrepancy/any change/changes are made, for changes if any, liberty be given to the Central Government to file further report if any required. f. The Petitioners under provisions of section 230(5) of 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 Authorities is binding on the Petitioner Company(s) 8. So far as the observation in paragraph IV (a) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l of the Petitioner Company submits that The Registered office of APS PORTFOLIO SERVICES PRIVATE LIMITED (CIN: U72300DL2007PTC165547), (hereinafter referred to as "The First Transferor Company") and KSA REAL ESTATES PRIVATE LIMITED (CIN: U45201DL2006PTC145337), (hereinafter referred to as "The Second Transferor Company") and PSA SECURITIES PRIVATE LIMITED (CIN: U67100DL2010PTC199329), (hereinafter referred to as "The Third Transferor Company") and RKA REAL ESTATES PRIVATE LIMITED (CIN: U70109DL2006PTC150179), (hereinafter referred to as "The Fourth Transferor Company") and SHUBH PORTFOLIO SERVICES PRIVATE LIMITED (CIN: U74992DL2006PTC149976), (hereinafter referred to as "The Fifth Transferor Company") are situated at New Delhi is outside th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e scheme. The decision of such Authorities shall be binding on the Petitioner Company. 14. The observations made by the Regional Director have been explained by the Petitioner Companies in Para 8 to 13 above. The clarifications and undertakings given by the Petitioner Companies are accepted by the Tribunal. 15. The Counsel for the Petitioner submits that they have filed the Affidavit-in-rejoinder dated 10th day of December, 2019 in National Company Law Tribunal on 11th day of December, 2019 and that Regional Director, Western Region had filled their Supplementary Report dated 18th day of December, 2019. 16. From the material on record, the Scheme appears to be fair and reasonable and is not contrary to public policy. 17. Since all the r ..... X X X X Extracts X X X X X X X X Extracts X X X X
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