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TMI Blog2019 (1) TMI 1834X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany No. 2 and their respective shareholders and creditors. 2. The sanction of the Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 to a Scheme of Merger by Absorption between BP INDIA LIMITED, the Petitioner Company No. 1 and BP INDIA SERVICES PRIVATE LIMITED, the Petitioner Company No.2 and their respective shareholders and creditors. 3. The Petitioner Companies have approved the said Scheme of Merger by Absorption by passing the Board Resolutions which are annexed to the respective Company Scheme Petitions. 4. The Learned Advocate appearing on behalf of the Petitioners states that the Petitions have been filed in consonance with the Order passed in their Consolidated Company Sche ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ;ble NCLT are as under: i) In addition to compliance of AS-14 (IND AS-103), the Transferee 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. ii) As per Clause 1.2 Definitions of the scheme "Appointed Date" means January 01, 2018 or such other date directed by or stipulated by the National Company Law Tribunal as may be applicable. In view of provisions of proviso to Section 232(6) of the Companies Act, 2013 it should be January 01, 2018. iii) As per Definitions Clause 1.4 of the Scheme "Effective Date" means the last of the dates on which the certified or authenticated copies of the order sanctioning this scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation And Enhancement of Authorised Share Capital of the Company it is submitted that of the fee if any payable by Transferee Company shall be in accordance with the provisions of Section 232(3)(i) of the Companies Act, 2013. vi) As Clause 13.2.1 of the scheme alteration of name of the Transferee Company, Upon the scheme becoming effective and subject to requisite filing with the RoC, the name of the Transferee Company shall be changed from "BP India Services Private Limited" to "BP India Private Limited" or such other name as may be approved. In this regard it is submitted that the same is subject to compliance with the provisions of Section 4(2) and (3) of the Companies Act, 2013 r/w rule 8 (8) of the Companies (Incorporation) Rules, 20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the Scheme. 10. So far as the observation in paragraph IV (iii) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies states that the Petitioner Companies shall abide by the provisions of the Section 232(6) of the Companies Act, 2013 and the scheme shall be effective from "Appointed Date", 1st January 2018 and not a date subsequent to the appointed date. 11. So far as the observation in paragraph IV (iv) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies submits that the Transferee Company undertakes that the surplus if any arising out of the scheme shall be credited to Capital Reserve and deficit if any arising out of the scheme shall b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... made to the Scheme enclosed to the Company Scheme Application and the Scheme enclosed to the Company Scheme Petition. 16. The observations made by the Regional Director have been explained by the Petitioner Companies in Para 8 to 15 above. The clarifications and undertakings given by the Petitioner Companies are accepted by the Tribunal. 17. The Official Liquidator has filed his report on 9th January, 2019 in the Consolidated Company Scheme Petition No. 4168 of 2018 inter alia, stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved by this Tribunal. 18. From the material on record, the Scheme appears to be fair and reasonable and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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