9911796707
TMI Blog2019 (1) TMI 1828X X X X Extracts X X X X X X X X Extracts X X X X ..... tes that the Board of Director of the Petitioner Company have approved the said Scheme of Merger by passing the Board Resolutions on 11th July, 2018 which are annexed to the Company Scheme Petition. 4. The Learned Representative for the Petitioner Company further states that the Petitioner Company have been filed in consonance with the Order passed in Company Scheme Application No C.A.(CAA)/786/MB/2018 of National Company Law Tribunal, Mumbai Bench. 5. The Transferor Company is registered as NBFC, carrying on business of investment activities and financing activities. In the current year the company has revenue only from investment activities. The Transferee Company was incorporated with the object of establishing, conducting, managing and carrying on business of Resorts Restaurants, Bars, Hotels, Lodgings, Holiday homes and Eating Houses, Food joints, Bakery, Confectionery, Ice cream & juice parlours, Soft drinks, Cyber cafes, Internet service providers, Beverages business, Convention center, Corporate Training Center and Amusement parks. In the current year the company has no revenue from resorts business activities. 6. The Learned Representative for the Petitioner Company sta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tition before the National Company Law Tribunal, Bengaluru Bench. The final date of hearing has been fixed as 19th February, 2019. 9. The Regional Director has filed his Report on 10th January, 2019 stating therein that this Tribunal may take this representation on record and consider the observation made in para IV (a) & (i) and pass such other order or orders as deemed fit and proper in the facts and circumstances of the case. In paragraph IV of the said affidavit, the Regional Director has stated that "IV The observation of the Regional Director on the proposed Scheme to be considered by the Hon'ble NCLT are as under: a) The Petitioners under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Compromise or Amalgamation. Further, the approval of the scheme by this Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authorities is binding on the Petitioner Company(s). b) In addition to compliance of (IND AS-103), the Petitioner Companies shall pass such accounting entries which are necessary ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ooks of Transferor Company and balance if any, will be credited to Capital Reserve account in the books of the Transferee Company. The Deponent prays that the line "would be recorded as Reserve & Surplus in the same manner as reflected in the books of Transferor Company and balance if any" stated above shall be deleted before the approval of the scheme. 10. As far as the observations made in paragraph IV(a) of the Report of Regional Director is concerned, the Petitioner Company through its Learned Representative submits that the notices under section 230(5) of the Companies Act, 2013 have been submitted to the Income Tax Authority, concerned Registrar of Companies, the Regional Director and the Official Liquidator. Further the approval of the scheme by Hon'ble Tribunal may not deter such authorities and the Petitioner Company submits that any issues arising out of the scheme will be met and answered in accordance with the law. 11. As far as the observations made in paragraph IV(b) of the Report of Regional Director is concerned, the Petitioner Company through its Learned Representative submits that the Transferee Company undertakes that in addition to compliance with AS-14( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r as the observations made in paragraph IV(i) of the Report of Regional Director is concerned, the Petitioner Company through its Learned Representative submits that the excess, if any, of the value of the assets over, the value of the liabilities of the Transferor Company transferred to and vested in the Transferee Company pursuant to the scheme and recorded in the books of account of the Transferee Company and after adjusting aggregate value of Equity Shares issued by the Transferee Company to members of the Transferor Company, will be credited to Capital Reserve account in the books of the Transferee Company. Similarly, deficit if any may be debited to Goodwill Account in the books of the Transferee Company. In view of the aforesaid undertaking the line "would be recorded as Reserve & Surplus in the same manner as reflected in the books of Transferor Company and balance if any" in clause 11.3 of the Scheme would become redundant and would not be implemented. 19. The observations made by the Regional Director have been explained by Petitioner Companies in paragraphs 10 to 18 above. The clarifications and undertakings given by the Petitioner Companies are hereby accepted. 20. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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