9911796707
TMI Blog2019 (1) TMI 1828X X X X Extracts X X X X X X X X Extracts X X X X ..... any averments made in the Company Scheme Petition. 2. The sanction of this Tribunal is sought under Sections 230 to 232 read with Section 66 of the Companies Act, 2013 to a Scheme of Merger by Absorption of Shankar Resources Private Limited, the Transferor Company with Coffee Day Resorts (MSM) Private Limited, the Transferee Company and their respective share holders and cancellation of Share Capital of Coffee Day Resorts (MSM) Private Limited, the Transferee Company. 3. The Learned Representative for the Petitioner Company states 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. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssary affidavits of compliance with National Company Law Tribunal, Mumbai Bench. Moreover, the Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 2013 and rules made there under. The said undertakings given by the Petitioner Company are accepted. 8. The Learned Representative for the Petitioner Company states that the registered office of Coffee Day Resorts (MSM) Private Limited, the Transferee Company is situated at Bangaluru and the Transferee Company had filed a Company Scheme Petition 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d from the Hon'ble Tribunal to RBL. i) Petitioner in the clause 11.3 of the scheme has inter alia mentioned 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, would be recorded as Reserve Surplus in the same manner as reflected in the books 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y on its authorized capital be set off against any fees payable by the Transferee Company on its authorized capital subsequent to the merger and the petitioner undertake to comply the provisions of section 232 (3) (i) of the Companies Act, 2013. 17. As far as the observations made in paragraph IV(h) of the Report of Regional Director is concerned, the Petitioner Company through its Learned Representative submits that the Petitioner Company undertakes to submit the copy of final order along with the Scheme passed by NCLT, Mumbai Bench with Reserve Bank of India(RBI). 18. As far 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 C ..... X X X X Extracts X X X X X X X X Extracts X X X X
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