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TMI Blog2020 (9) TMI 655X X X X Extracts X X X X X X X X Extracts X X X X ..... titioner Companies are further directed to lodge a copy of this order along with the copy of the Scheme with the concerned Registrar of Companies, electronically, along with e-form INC-28 in addition to the physical copy within 30 days from the date of issuance of the certified copy of the Order by the Registry, duly certified by the Deputy Registrar or the Assistant Registrar, as the case may be, of the National Company Law Tribunal, Mumbai Bench. The Scheme is sanctioned, and the appointed date of the Scheme is fixed as 1st April,2019 for Transferor Company 1 and 1st June, 2019 for Transferor Company 2. - C.P.(C.A.A.)/3217/MB/C-V/2019 IN C.A.(C.A.A.)/2208/MB/2019 - - - Dated:- 31-1-2020 - Hon ble Smt. Suchitra Kanuparthi, Member (Judicial) And Hon ble Shri V. Nallasenapathy, Member (Technical) For the Petitioner : Mr. Ajit Singh Tawar i/b Ajit Singh Tawar Co., Advocates a/w Mr. Kushal Kumar i/b Kushal Kumar Co., Company Secretaries for the Petitioner Companies For the Regional Director: Ms Rupa Sutar, Deputy Director ORDER Per : Suchitra Kanuparthi, Member (J) 1. Heard the learned counsel for the Petitioner Companies. No objector has come before t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in reduction in overheads including administrative, managerial and other expenditure, and optimal utilization of resources by elimination of unnecessary duplication of activities and related costs. It will also result in a reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by the Transferor Companies and the Transferee Company. (d) The merger would motivate employees of the Transferor Companies by providing better opportunities to scale up their performance with a larger corporate entity having large revenue base, resources, asset base etc. which will boost employee morale and provide the impetus to better corporate performance ultimately enhancing overall shareholder value. 7. The Counsel for the Petitioner Companies submits that the Board of Directors of the Petitioner Company 1 and Petitioner Company 2 have in their respective meeting approved the said Scheme vide resolutions dated 21st May 2019 which are annexed to the Company Scheme Petition. 8. The Counsel for the Petitioner Companies submits that the Appointed date for the Transferor Company 1 is 1st Day of April 2019 and 1st June 2019 for the Transfero ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r such other date as may be fixed by the Tribunal for Transferor Company 1 and 1st June, 2019 or such other date as may be fixed by the Tribunal for Transferor Company 2. Effective Date Any references in the Scheme to upon the Scheme becoming effective or effectiveness of the Scheme shall mean the Operative Date. Further, the Petitioners may be asked to comply with the requirements and clarified vide circular no. F.No.7/12/2019/CL-I 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, petitioners to affirm that they comply the provisions of the section. d) Registrar of Companies has observed in his report dated 14.10.2019:- i. As per MCA master data of Transferee Company the authorized paid-up capital of the company is ₹ 7,93,15,00,000 and ₹ 4,82,27,66,870/- respectively, However t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ht back 2,05,85,000 equity shares representing approximately 2.09% of the total number of equity shares in the paid-up capital of the company. The said buy-back process was completed on 15th April, 2019 and the shares bought back were extinguished on 17th April, 2019 by reducing the issued and paid-up capital of the Company. Similarly, there are stock options being exercised by the employees under the existing employee stock option schemes almost twice in a month, resulting into change in the paid-up capital of the Transferee Company. During the period i.e. April to November 2019, 23,74,,433 shares were allotted to the employees after following the due process. The paid-up capital of ₹ 4,82,27,66,870/- referred in the report of the Registrar of Companies was consequent to the ESOP allotment dated 9th July, 2019. The paid-up capital of the Transferee Company post allotment of 81,519 shares on 21st November, 2019 consequent to exercise of stock options is ₹ 4,82,57,59,515/-. 19. In so far as observations made in paragraph IV (d)(ii) of the Report of Regional Director is concerned, the Petitioner Companies submits that e-forms GNL-1 are filed with the Registrar of Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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