9911796707
TMI Blog2020 (9) TMI 1004X X X X Extracts X X X X X X X X Extracts X X X X ..... before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition. 3. The sanction of this Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013, to a Scheme of Arrangement of Repro Books Limited (Demerged Company) with Repro India Limited (Resulting Company). 4. The Demerged Company and the Resulting Company have approved the said Scheme of Arrangement by passing necessary Board Resolutions at their respective Board meetings held on 29.07.2019 and 30.07.2019, which are annexed to the Company Petition at Exhibits 'E' and 'F'. 5. Learned Senior Counsel appearing on behalf of the Petitioners states that the Petitioner Companies have complied with all requirements as per direct ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng into account its inherent powers. Further, the Petitioners may be asked to comply with the requirements and clarified vide circular No.7/12/2019/CL1 dated 21.08.2019 issued by the Ministry of Corporate Affairs. (c) Hon'ble NCLT may kindly direct the petitioners to file an affidavit to the extent that the scheme enclosed to Company Application & Company Petition, are one and same and there is no discrepancy/any change/changes are made, for changes if any, liberty be given to Central Government to file further report if any required. (d) The petitioner under provisions of section 230(5) of the Companies Act, 2013 have to serve notice to concerned authorities which are likely to be affected by Amalgamation. Further, the approval of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... AS-14 (IND AS-103) the Resulting Company shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable accounting standards such as AS-5 (IND AS-8) etc. (b) As far as the observation of the Regional Director stated in paragraph IV (b) of his report are concerned, the Resulting Company through their Counsel undertakes to comply with the Circular No.7/12/2019/CL-I dated 21.08.2019 issued by the ministry of corporate affairs. Further, Petitioner Company also undertakes to comply with the provision of Section 232(6) of the Companies Act, 2013. (c) As far as the observation of the Regional Director stated in paragraph IV (c) of his report are concerned, the Petitioner Company states t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rior to filing of the scheme to the BSE and also served copy the Application along with scheme with BSE under section 230(5) of the Companies Act, 2013. 8. The RD has also filed a supplementary report dated 26th February 2020 wherein he has stated that the response of the Petitioners to the observations contained in paragraphs IV(a) and IV(c) to IV(g) of the Report dated 31st January 2020 are satisfactory. In respect of the Observation at paragraph IV(b), the RD has submitted that the reply of the Company is not clear. The Petitioner Companies may also undertake to comply with the provision of section 232(6) of the Companies Act, 2013. 9. We have considered the observations of the RD, the affidavit in reply filed by the petitioner compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the concerned Registrar of Companies, electronically in Form INC-28 within thirty days from the date of receipt of the Order duly certified by the Deputy Registrar/ Assistant Registrar of this Tribunal. 16. The Petitioner Companies are directed to lodge a copy of this order duly certified by the Deputy/Assistant Registrar of this Tribunal, along with the Scheme with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within sixty working days from the date of the receipt of the certified copy of the Order. 17. All concerned regulatory authorities to act on a copy of this order duly certified by the Deputy Registrar/Assistant Registrar of this Tribunal, along with the Scheme. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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