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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 ..... ociates AOR, Advocates For the Regional Director (WR) : Ms Rupa Sutar, Deputy Director ORDER Per: Rajasekhar V.K., Member (Judicial) 1. The Court convened through videoconferencing today. 2. Heard Learned Counsel for the Petitioner Companies. 3. No Objector or Creditor has come before this Tribunal to oppose the Scheme nor has any party controverted any averments made in the Company Petition. 4. The sanction of this Tribunal is sought under sections 230 to 232 read with section 66 of the Companies Act 2013 tothe CompositeScheme of Arrangement and Amalgamation of RKD Trendy Retailers Pvt Ltd(Transferor Company) with Himalchuli Food Products Limited, (Transferee Company) and their 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 otherwis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... roducts Limited and RKD Trendy Retailers Private Limited both are with a view to take advantage of consolidation in the current competitive environment, it is proposed to consolidate operations and amalgamate the two companies, which would result in benefits from economies of scale of operations and increased market share. i. Simplified group and business structure. j. Greater integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximizing overall shareholder value, and will improve the competitive position of the combined entity. k. Better efficiency in cash management of the amalgamated entity, and unfettered access to cash-flow generated by the combined 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 ob ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (CAA) No. 2462/MB-II/2019 and C.A.(CAA) No. 2463/MB-II/2019. 9. Since there was no compromise or arrangement with the creditors and there was no diminution of liability of any creditor, this Tribunal videcommon order dated 8th November, 2019 passed in the C.A.(CAA) No. 2462 MB-II/2019 and C.A.(CAA) No. 2463/ MB-II/2019 had ordered that individual notices to be issued to all the Unsecured Creditors and filed respective Affidavit of service dated 4th November, 2019 with the registry on 6th November, 2019. 10. Learned Counsel submits that accordingly the Transferor Company and the Transferee Company have given individual notices with statement by courier to its respective Unsecured Creditors and filed respective Affidavit of service 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 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e in this regard. 15. The Regional Director has filed his Report dated 29thJune, 2020 inter alia, stating therein that save and except as stated in paragraph IV (a) to (b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. 16. The Observation of the Regional Director on the Proposed Scheme and the submissions made by Learned Counsel in response thereto to be considered by the NCLT are as under: SR. No. Para (IV) RD Report /Observation 29th June, 2020 Submissiononbehalf of the Petitioner Company a) In compliance of AS-14 (IND AS-103), the Petitioner Companies 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. 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 wit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... filed his report dated 29thJune,2020, stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved without winding up by this Tribunal. 19. From the material onrecord, the Composite Scheme of Arrangement and Amalgamation pursuant to section 230 to 232 read with section 66of the Companies Act, 2013 appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. 20. Since all the requisite statutory compliances have been fulfilled, the Company Petition filed by the Petitioner Companies is made absolute in terms of prayer clauses (a) and (b). 21. The Scheme is hereby sanctioned and the appointed date of the Scheme is fixed as 1stApril, 2018. The Transferor Company be dissolved without winding-up after this Scheme becomes effective. 22. The Petitioner Companies are directed to lodge a certified copy of this order and the copy of the Scheme duly issued by the Deputy /Assistant Registrar of this Tribunalwith the concerned Superintendent of Stamps, within 60 (sixty) working days from the date of receipt of certified copy of ..... 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