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TMI Blog2020 (9) TMI 656X X X X Extracts X X X X X X X X Extracts X X X X ..... , Advocates For the Regional Director (WR) : Ms. Rupa Sutar, Deputy Director,Office of the Regional Director, MCA (Western Region), Mumbai ORDER Per : Janab Mohammed Ajmal, Member ( Judicial ) The Petitioner seeks sanction of the Tribunal under sections 230 to 232 of the Companies Act, 2013 (the Act for short) to the Scheme of Arrangement (the Scheme) between Nielsen (India) Private Limited ( Demerged Company ) and Neurofocus Systems Services Private Limited (now known as Nielsen Media India Private Limited) the Resulting Company (hereinafter collectively referred to as the Petitioner Companies) and their respective shareholders. 2. Heard the Learned Counsel for the Petitioner Companies and the representative of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition. 3. Learned Counsel appearing on behalf of the Petitioner Companies submits that the name of the Second Petitioner Company has been changed from Neurofocus Systems Services Private Limited to Nielsen Media India Private Limited and the co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eholders. 8. The Company Petition is filed in terms of sections 230 to 232 of the Act and in accordance with the Order passed in CA (CAA) No. 1005/MB-I/2020 by this Tribunal. 9. Learned Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all requirements as per directions of this Tribunal and have filed necessary affidavits of compliance with the Tribunal. 10. The Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, has filed its Report dated 24th August, 2020 inter alia stating therein that save and except as stated in para IV (a) to (g) of the Report, the Scheme is not prejudicial to the interest of shareholders and public. In response to the observations made by the Regional Director, the Petitioner Companies have also given necessary undertakings and clarification as indicated below. Para No. RD Report / Observation 24th August, 2020 Response of the Petitioner Companies a) In addition to compliance of AS-14 (IND AS-103) the Petitioner Companies shall pass such accounting entries which are necessar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... c) ROC, Mumbai Report dated 19.08.2020 has made observation that Demerged Company has not filed its financial statements since 31/03/2016 as per Master data. The Demerged Company may be directed to file the pending financial statement and Annual Report. However, as per MCA record, it is observed that the Demerged Company have filed its Annual report and Balance Sheet till 31.03.2018. Demerged Company may be directed to file its Annual return and Balance Sheet for the year 2018-19 In so far as observations made in paragraph IV (c) of the Report of Regional Director is concerned, the Petitioner Companies through its counsel submits that the Demerged Company has filed its Annual returns including the financial statements for the financial year 2018-19 with the RoC on 31 st August 2020 by filing e-Form AOC-4 and e-Form MGT-7 vide SRN R52197985 and R52194297 respectively on the MCA portal. The Tribunal may kindly take the same on record. d) The Hon ble Tribunal may kindly seek the undertaking that this Scheme is approved by the requisite majority of members and creditors as per Section 230(6 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xtent that the Scheme enclosed to Company Application Company Petition, are one and same and there is no discrepancy/ any change/ changes are made In so far as observations made in paragraph IV (f) of the Report of Regional Director is concerned, the Petitioner Companies through its Counsel submits that the Scheme enclosed to Company Application and the Scheme enclosed to the Company Petition, are one and same and there are no discrepancies/ changes made to the Scheme. g) Transferor Companies have non-resident shareholder, therefore, the shares sought to be issued to the non-resident equity shareholder the share exchange price and price per share arrived should be minimum of fair price determined as per FEMA guidelines. Hence, valuer should certify that the price per share is as per FEMA regulations In so far as observations made in paragraph IV (g) of the Report of Regional Director is concerned, the Petitioner Companies through its Counsel submits that the price at which the shares to be issued by the Resulting Company to the non-resident shareholders of the Demerged Company shall be in accordance with ..... X X X X Extracts X X X X X X X X Extracts X X X X
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