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TMI Blog2020 (1) TMI 1397X X X X Extracts X X X X X X X X Extracts X X X X ..... Highend Mercantile Private Limited with Pureview Trading Company Private Limited and their respective shareholders (hereinafter referred to as 'the Scheme'). 2. The Board of Directors of the Transferor Company and the Transferee Company have in their respective meetings held on January 07, 2019 approved the Scheme and thereafter they have approached the Tribunal for sanction of the Scheme. 3. The Transferor Company and the Transferee Company are engaged in the business of trading of fabrics. 4. The proposed Scheme would have the following benefits: * Enable creation of a larger entity and derive optimal management and synergy benefits; * Reduction in number of entities leading to simplification of group structure and multiple layer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph IV of the said Report, the Regional Director has stated that: a) In compliance of AS-14 (IND AS-103) the Petitioner Companies shall pass 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. b) As per definition of the scheme, "Appointed Date" means 1st April, 2018 or such other date as may be fixed by the NCLT or such other competent authority as may be applicable. "Effective Date" means the date on which the certified copies of the Orders sanctioning this Scheme of Amalgamation, passed by the National Company Law Tribunal ("NCLT"), Mumbai Benc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e for Petitioner Companies submit that as per clause 1.2 of the Scheme, "Appointed Date" means 1st April, 2018 or such other date as may be fixed by the National Company Law Tribunal or such other competent authority as may be applicable. Further, as per clause 1.4 of the Scheme, "Effective Date" means the date on which the certified copies of the Orders sanctioning this Scheme of Amalgamation, passed by the National Company Law Tribunal ("NCLT"), Mumbai Bench or such other competent authority, as may be applicable, are filed with the Registrar of Companies, Mumbai by the Transferor Company and the Transferee Company. Any references in this Scheme to "upon this Scheme becoming effective" or "upon coming into effect of this Scheme" or "upon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... irector are considered by this Bench and those are hereby accepted. Subsequently, this bench hereby directs the Petitioner Companies to comply with the provisions / statements which the Petitioner Companies undertakes herein. 9. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. 10. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 4682 of 2019 filed by the Petitioner Companies are made absolute in terms of prayer clause 30 (b) to 30 (f) of the said Company Scheme Petition. 11. The Petitioner Companies are directed to file a certified copy of this order along with a copy of the Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X
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