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TMI Blog2020 (9) TMI 1001X X X X Extracts X X X X X X X X Extracts X X X X ..... R) : Ms. Rupa Sutar, Deputy Director ORDER Per : V. Nallasenapathy, Member ( Technical ) 1. The Court is convened by videoconference today. 2. Heard the Learned Counsel for Petitioner Companies and the representative of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai. Neither any objector has come before the Tribunal to oppose the Scheme of Merger by Absorption nor has any party controverted any averments made in the Petition. 3. The sanction of the Tribunal is sought under sections 230 to 232 and other applicable provisions of the Companies Act, 2013, to the Scheme of Merger by Absorption of Sound Investment Company Private Limited (Transferor Company-1) and Kanvai Investment Company Private Limited (Tran ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d to be carried out at present by all the Petitioner Companies. * Cost savings from simplification of business processes and elimination or reduction in administrative expenses resulting in administrative efficiency and higher profitability levels for the Seventh Petitioner Company. * The Scheme of Amalgamation will result in cost savings for all the Petitioner Companies as they would capitalise on each other's core competency and resources which is expected to result in stability of operations cost savings and higher profitability levels for the Seventh Petitioner Company. 7. Learned Counsel for the Petitioners states that the Petition is filed in consonance with the Order dated 20th February, 2020 passed in the connected CA (CAA)/337 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... harashtra, Mumbai. "Record Date" means the date to be fixed by the Board of Directors of New India for the purpose of issue of Equity Shares of New India to the Equity Shareholders of Sound, Kanvai, Horizon, Sparkk, Temple Garment, Kaabil and New India as contemplated under this Scheme. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Companies Act, 2013; or other applicable provisions of the Act. (g) In view of the observation raised by the ROC Mumbai, mentioned at para 20 above Hon'ble NCLT may pass appropriate orders/orders as deem fit: "Para 20 : Status of ROC Report : Observation of the ROC, Mumbai is as under: Interest of the Creditors should be protected. May be decided on its merits." 10. As far as the observation in paragraph IV (a) of the Report of the Regional Director is concerned, the Petitioner Companies through their Counsel undertake that in compliance of AS-14 (Ind AS-103), the Petitioner Companies will pass such accounting entries which are necessary in connection with the Scheme to comply with other applicable Accounting Standards such ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion in paragraph IV (d) of the Report of the Regional Director is concerned, the Petitioner Companies through their Counsel undertake that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy/change and for changes noticed, if any, liberty is given to Central Government to file further report. 15. As far as the observation in paragraph IV (e) of the Report of the Regional Director is concerned, the Petitioner Companies through their Counsel state that the Petitioner Companies have already served the notices to the concerned authorities as required by section 230(5) and filed the proof thereof by way of Affidavit of Service dated 2ndMarch 2020with this Tribunal. Further, the Petit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... panies are accepted by the Tribunal.Moreover, the Petitioner Companies undertake to comply with all the statutory requirements, as may be required under the Companies Act, 2013 and the Rules made thereunder. The undertakings given by the Petitioner Companies are accepted. 19. The Official Liquidator has filed his report dated 16thJuly 2020 in Company Petition No.900/MB.II/2020 inter alia stating therein that the affairs of the Transferor Companies have been conducted in a proper manner not prejudicial to the interest of the Shareholders of the Transferor Companies and that the Transferor Companies may be ordered to be dissolved without the process of winding up by this Tribunal. 20. From the material on record, the Scheme appears to be fa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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