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TMI Blog2021 (2) TMI 55X X X X Extracts X X X X X X X X Extracts X X X X ..... ir respective shareholders(Scheme). 5. The Transferor Company is engaged in the business of Trading, marketing, selling and distribution of various product as relating to all kinds of textiles, clothes, Readymade apparels and accessories, Leather wears, Groceries, Pharmaceuticals, Cosmetics and Medical Preparations, forest products, Agricultural Products, Dairy Products, Food articles, etc. The Transferee Company is engaged in the business of acquiring, leasing, conduct or otherwise land for farming, to establish and run farms to carry on the business of agriculture, horticulture, dairy farming, animal husbandry and to carry out any process connected with any one or more such products, store farm products and deal and sale of articles of farm product. 6. Learned Counsel for the Petitioner Companies further submits the Petitioner Transferor Companyis part of the same group. With a view to consolidate and restructure the business of the Transferee Company, the Board of Directors of the Transferor Company and the Transferee Company vide their respective Board Resolutions dated 31stDecember, 2018 decided to amalgamate the Transferor Company together with their business and undertakin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ned business which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value. l. The amalgamated company will have the benefit of synergy, optimum use of manpower for executing and management of various projects, expertise, and stability of operations and would help to achieve economies of scale through efficient utilization of resources and facilities. m. Pursuant to the implementation of the Scheme, the objects of the Transferor Company and the Transferee Company can be conveniently, advantageously and economically carried on by a single entity. n. The restructuring proposed under the Scheme will not affect the normal business operations of the Transferee Company, but would improve the same. o. To achieve the desired objectives, a Scheme of Arrangement and Amalgamation has been arrived at by the Board of Directors of the aforesaid companies and it has been decided to make the requisite application before this Bench under Sections 230 to 232 read with section 66 of the Companies Act, 2013 for the sanction of the following Scheme of Arrangement and Amalgamation of the aforesaid companies. Thus, as a whole, mergerof t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rvice affidavit of service dated 4thNovember, 2019 with the Registry on 6th November, 2019. 11. Learned Counsel further submits that as directed by this Tribunal, notices have been served upon all regulatory authorities namely, the Central Government through the office of the Regional Director and Ministry of Corporate Affairs, the Registrar of Companies, The Official Liquidator, the Income Tax Authorities and Reserve Bank of India and filed affidavit of service on 6thNovember, 2019. No representation is received by the Petitioner Companies or filed in this tribunal from any objector or from Regulatory Authorities opposing the Scheme. No representation is received by the Petitioner Companies or filed in this tribunal from any creditor, objector or from Regulatory Authorities opposing the Scheme. 12. Learned Counsel submits that the Equity Shareholders of the Transferee Company in its general meeting held on 26th September 2019 has unanimously approved and passed special Resolution for reduction of share capital as stated above, under Section 66 of the Companies Act and filed necessary e-form MGT-14 in this behalf, which are annexed at Exhibit-"S"& "T' to the Company Petition. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as AS-5 (IND AS-8) etc. So far as the objection of the Regional Director as stated in paragraph IV (a) of his Affidavit is concerned, the Petitioner Companies in addition to compliance of Accounting Standard AS-14 (IND AS - 103) undertake to 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. b) As per Definition of the Scheme, "Appointed Date" means April 01, 2018 or such other date as the Hon'ble National Company Law Tribunal may direct; And 1.1 "Effective Date" means the dates on which certified copies of the Orders of the National Company Law Tribunal, Mumbai Bench, Mumbai or any other appropriate authority sanctioning the Scheme are filed with the Registrar of Companies, Maharashtra at Mumbai. Further, the Petitioners may be asked to comply with the requirements as clarified vide circular no. F. No. 7/12/2019-I dated 21.08.2019 issued by the Ministry of Corporate Affairs So far as the objection of the Regional Director as stated in paragraph IV (b) of his Affidavit is concerned, the Petitioner Companies undertake that the Appointed date of the Sc ..... X X X X Extracts X X X X X X X X Extracts X X X X
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