9911796707
TMI Blog2019 (3) TMI 1832X X X X Extracts X X X X X X X X Extracts X X X X ..... ial Liquidato ORDER M.K. SHRAWAT, MEMBER (J) 1. The sanction of this Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013, to a Scheme of Merger by Absorption (hereinafter referred to as Scheme) between ETG AGRO PRIVATE LIMITED, the Transferor Company with ETC AGRO PROCESSING (INDIA) PRIVATE LIMITED, the Transferee Company. 2. The Transferor Company and the Transferee Company have approved the said Scheme by passing the Board Resolutions on 8th August, 2018 respectively and thereafter they have approached the Tribunal for sanction of the Scheme. 3. The Transferor Companies is presently engaged in the business of trading of agricultural commodities, pulses processing, milling and warehousing and the T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... zing of efforts to achieve uniform corporate policies and it will reflect the consolidated net worth of these companies in one balance sheet. 6. The Authorised Share Capital of the Petitioner No. 1 as on the date of filing the petition was ₹ 50,00,000/- comprising of 5,00,000 Equity Shares of ₹ 10/- each and the Issued, Subscribed and Paid-up Share Capital of the Transferor Company as on the date of filing the petition was ₹ 45,08,830/- comprising of 4,50,883 Equity Shares of ₹ 10/-each. 7. The Authorised Share Capital of the Petitioner No. 2 as on the date of filing the petition was ₹ 2,00,00,000/- comprising of 20,00,000 Equity Shares of ₹ 10/- each and the Issued, Subscribed and Paid-up Share Cap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... all 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. c) The Hon'ble NCLT may kindly direct to the Petitioners to file an undertaking to the extent that the Scheme enclosed to the Company Application and the scheme enclosed to the Company Petition are one same and there is no discrepancy or deviation. d) Petitioner companies have not submitted a Chairman's Report, admitted copy of the Petition, and Minutes of Order for the admission of the petition. In this regard, the Petition has to undertake to submit the same for the record of Regional Director. e) As per Clause 3.2 of the Definition of the Scheme Appointed D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as the observation in paragraph IV (a) of the Report of the Regional Director is concerned, the Learned Counsel of the Petitioner Companies submits that notices were served to the concerned regulatory authorities in accordance with the provisions of section 230(5) of the Companies Act, 2013. d. So far as the observation in paragraph IV (b) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies submits that the Transferee Company undertakes that in addition to compliance of AS-14 (corresponding IND AS-103) for accounting treatment, the Transferee Company shall pass such accounting entries as may be necessary in connection with the Scheme to comply with other applicable accounting standards su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Company will observe the FEMA guidelines for allotment of shares to the shareholder of the Transferor Company in Transferee Company. j. So far as the observation in paragraph IV (h) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies submits that the Para 10.6, 10.7 and 10.8 of the Scheme shall be deleted from the scheme. 9. The Counsel for the Petitioner Companies submit that the Scheme was approved by the Board of Directors of the respective companies and appropriate resolutions were passed on 8th August, 2018 and thereafter they have approached the Tribunal for sanction of the Scheme. The National Company Law Tribunal had ordered the meeting of the Equity Shareholders of the Petit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as follows: In respect of every 100 equity shares of ₹ 10/- each fully paid up held by such member in the Transferor Company, 61 equity shares in the Transferee Company of ₹ 10/-each credited as fully paid up d. Transferor Company is to be dissolved without winding-up after Scheme becomes effective. e. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Deputy Director or Assistant Registrar, as the case may be, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of receipt of the order. f. Petitioner Companies are directed to file a ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
