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TMI Blog2020 (12) TMI 818X X X X Extracts X X X X X X X X Extracts X X X X ..... s be dissolved without winding up - Application allowed. - CP (CAA)/946/MB-IV/2020 CA (CAA) 4009/MB/C-IV/2019 CA (CAA)4005/MB/C-IV/2019 CA (CAA) 4049/MB/C-IV/2019 - - - Dated:- 16-12-2020 - Mr. Rajesh Sharma Mrs.Suchitra Kanuparthi Hon ble Member (Technical) Hon ble Member (Judicial) For the Petitioner : Mr. Jay Mehta a/w Ms.Raveena Jain i/b AT Jain Co., Practising Chartered Accountants ORDER Per : Rajesh Sharma, Member (Technical) 1. The Court convened through video conferencing today. 2. Heard the Learned Authorized Representative for the Petitioner Companies. No objector has come before this Tribunal to oppose the Petition nor has any party controverted any averments made in the Petition. 3. The sanction o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the amalgamated entity, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund growth opportunities. c) The Scheme is expected to enable pooling of resources of the Transferor Companies and the Transferee Company resulting in more productive utilization of the said resources and cost and operational efficiencies which would be beneficial for all stakeholders. d) Benefit of operational synergies to the combined entity and greater leverage in operations, planning and process optimization. e) Cost savings are expected to flow from more focused operational efforts, rationalization and standardization of administrative expenses. 7. The Learned Authorized Represe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ference in the Scheme to upon the Scheme becoming effective or effectiveness of the Scheme shall mean the Effective Date. Further, the Petitioners may be asked to comply with the requirements and clarified vide circular no. F. No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs. (c) Petitioner Company have to undertake to comply with section 232(3)(i) of Companies Act, 2013, where the transferor company is dissolved, the fee, if any, paid by the transferor company on its authorised capital shall be set-off against any fees payable by the transferee company on its authorised capital subsequent to the amalgamation and therefore, petitioners to affirm that they comply the provisions of the section. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies undertake that the Scheme will be effective from the respective Appointed Date, i.e., 1st April 2019, or such other date as may be decided by the National Company Law Tribunal. Further, the Petitioners undertake to comply with the requirements clarified vide circular no. F. No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs., as may be applicable to the Petitioner Companies. (c) As far as the observations made in paragraph IV (c) of the Report of the Regional Director is concerned, the Petitioner Companies undertake that the fee payable by the Transferee Company shall be in compliance with the provisions of Section 232(3)(i) of the Companies Act, 2013. (d) As far as the observations made in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 17. All concerned regulatory authorities to act on certified copy of the order and the form of minutes forming part of the Petition, duly certified by the Joint Registrarof this Tribunal. 18. The Petitioner Companies are directed to file a copy of this Order along with a copy of the Scheme with the concerned Registrar of Companies, electronically in with E-Form INC-28 within 30 days from the date of issuance of the certified copy of the Order by the Registry. 19. The Petitioner Companies are to lodge a copy of this order duly certified by the Joint Registrar of this Tribunal, with the concerned Superintendent of Stamps, for adjudication of stamp duty payable, if any, on the same within 60 days from the date of receipt of the certif ..... X X X X Extracts X X X X X X X X Extracts X X X X
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