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TMI Blog2020 (9) TMI 806X X X X Extracts X X X X X X X X Extracts X X X X ..... on of the Tribunal under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the Act) to the Scheme of Amalgamation (the Scheme) of OLYPAB TRADES PRIVATE LIMITED, (the Transferor Company) with SUMAN TRADINVEST PRIVATE LIMITED, (the Transferee Company) and their respective shareholders. 2. The Court is convened by videoconference. Heard the Learned Authorised Representative for the Petitioner Companies. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petitions to the Scheme. 3. It is submitted by the Learned Authorised Representative for the Petitioner Companies that the Transferor Company is engaged in the business of sale of Securities ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has filed its Report dated 25th day of August, 2020 inter alia stating therein that save and except the observations as stated in paragraph IV (a) to (d) 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. The observations made by the Regional Director and the clarifications and undertakings given by the Petitioner Companies are summarized in the table below: Sr. No. Para (IV) RD Report/observation dated 25th August, 2020 Response of the Petitioner Companies (a) In compliance of AS-14 (IND AS-103) the Petitioner Companies shall pass such accounting ent ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cheme specifies that the appointed date shall be 1stApril, 2018. Further, the Petitioners confirms that the "Effective Date" shall be the date on which the certified or authenticated copies of the order sanctioning this scheme by the Mumbai Bench of National Company Law Tribunal is filed with the Registrar of Companies, Mumbai Maharashtra by the Transferor Company and the Transferee Company as required under the provisions of the Companies Act. The Petitioners further undertake to comply with the circular no. F. No.7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry of Corporate Affairs. The Petitioner Companies submits that the amalgamation as embodied in the Scheme shall take effect from the Appointed Date i.e. 1st April 2018. (c) P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... served upon them on 31st July, 2020. The Reserve Bank of India vide its email dated 12th August, 2020 have taken note of the said amalgamation and have also requested the Petitioners to intimate the outcome of NCLT proceedings as soon as order is pronounced. As far as the observation of ROC with respect to "Interest of the Creditors should be protected", the Petitioners submits that the present Scheme is a Scheme of Amalgamation between the Petitioner Companies and its members and does not provides for any Compromise or arrangement with the creditors. Further, the creditors of the Petitioner companies will in no way be affected by the proposed Scheme as the Scheme does not contemplate any variation in the rights of the Creditors of either o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Company Scheme Petition is hereby 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. ii. The Transferor Company be dissolved without being wound up. iii. The Registrar of this Tribunal shall issue the certified copy of this Order along with a copy of the Scheme. The Petitioners are directed to file a 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 from the Registry. iv. The Petitioner Companies to lodge a copy of this Order and the Schem ..... X X X X Extracts X X X X X X X X Extracts X X X X
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