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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 ..... A(CAA)/547/(MB)/2019 - - - Dated:- 9-9-2020 - Hon'ble Janab Mohammed Ajmal, Member (Judicial) And Hon'ble Shri V. Nallasenapathy, Member (Technical) For the Petitioner : Mr Ashish O. Lalpuria Mr. Kamal Lahoty, PCS, i/b GMJ Associates Co, Practising Company Secretaries For the Regional Director: Ms Rupa Sutar, Deputy Director, Office of the Regional Director, MCA (WR), Mumbai. ORDER Per : V. Nallasenapathy, Member (Technical) 1. The Petitioner Companies seeks sanction 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 PRIVA ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The Petitioner Companies have complied with all requirements as per directions of the Tribunal and they have filed necessary affidavits of compliance with the Tribunal. Moreover, the Petitioner Companies through their Authorized Representatives undertake to comply with all statutory requirements, if any, as required under the Act and the Rules made thereunder as applicable. The undertakings given by the Petitioner Company is accepted. 8. The Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, 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 sharehol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company Law Tribunal at Mumbai are filed with the Registrar of Companies, Mumbai, Maharashtra; References in this Scheme to the date of coming into effect of this Scheme or upon the Scheme being effective shall mean the Effective Date. Further, the Petitioner 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. Apropos observation of the Regional Director, Western Region, Mumbai, as stated in paragraph IV (b) of his report concerned, the Petitioners confirms that the definition Appointed Date means 1st April, 2018. Further, Clause 1.2 of the Scheme specifies that the appointed date shall be 1stApril, 2018. Furt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion, no technical scrutiny, no inquiry, no inspection, no complaint are pending Following observations has mentioned: (i) NOC of the RBI may be provided by the Transferor Company. (ii) Interest of the Creditors should be protected. In this regard, the Petitioner Company have to undertake and clarify the same Apropos observation made in paragraph IV (d) of the Report of the Regional Director is concerned, the Report of ROC mentioned that i) NOC of the RBI may be provided by the Transferor Company and ii) Interest of the Creditors should be protected . In this regard the Petitioners state that notice of the present Scheme of Amalgamation was served upon the Reserve Bank of India on 13th January 2020. Further, notice of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 8 above. The undertaking filed by the Petitioner Companies in response to the said report are accepted by the Tribunal. 10. The Official Liquidator has filed his report dated 20th February, 2020 inter alia, stating therein that the affairs of the Transferor Company have been conducted in a proper manner. 11. From the materials on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. 12. Since all the requisite statutory compliances have been fulfilled, CP No. 967/MB-I/2020 is made absolute in terms of prayer in the Petition. Hence ordered. ORDER The Petition be the same is allowed subject to the following. i. The Scheme, with the Appointed ..... X X X X Extracts X X X X X X X X Extracts X X X X
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