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TMI Blog2021 (2) TMI 57X X X X Extracts X X X X X X X X Extracts X X X X ..... o be dissolved without winding up - 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 Form INC-28 within thirty days from the date of receipt of the Order duly certified by the Deputy Registrar/ Assistant Registrar of this Tribunal. - CP(CAA) 927/MB.III/2020 CA(CAA) 3220/MB.III/2019 - - - Dated:- 23-7-2020 - Mr Rajasekhar V.K. : Member (Judicial) And Mr V. Nallasenapathy : Member (Technical) For the Petitioners : Mr. Nitin Gutka i/b ZADN Associates, Practicing Chartered Accountants For the Regional Director (WR) : Ms Rupa Sutar, Deputy Director ORDER Per : Rajasekhar V.K., Member (Judicial) 1. The Court con ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any) is engaged in the business of producing Agriproducts. (d) The merger shall result in consolidation of businesses, resources and activities; facilitating optimum utilisation of assets and other resources for future growth; avoiding duplication of efforts and economies of scale. (e) The merger shall benefit the stakeholders of the said Companies. 7. Learned Authorised Representative for the Petitioner Companies submits that the Company Scheme Petition have been filed in consonance with the Order dated 17thOctober2019 passed in CA(CAA)/3220/MB-III/2019 of this Tribunal. 8. Learned Authorised Representative for the Petitioner Companies states that in pursuance of the Order dated 17thOctober2019 passed by this Tribunal in CA(CAA ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... port dated 18thMay2020inter aliastating therein that except as stated in paras IV (a) to (e), there are no other observations. 11. In paragraph IV of the said report, the Regional Director has stated as follows:- (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. (b) As per Definition of the Scheme, Appointed Date means 1stApril 2019 or such other date as may be fixed by theTribunal, and Operative Date means the dates on which certified copies of the Orders(s) of the National Company Law Tribunal sanctioning this scheme are filed by the compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... placed before the Tribunal. (e) The Petitioners under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Amalgamation. Further, the approval of the scheme by this Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authorities is binding on the Petitioner Company(s). 12. In so far as observations made in paragraph IV (a) of the Report of Regional Director is concerned, Learned Authorised Representative for the Petitioner Companies submits that the Transferee Company shall pass such accounting entries as may be necessary in connection with the Scheme of Mergerto comply ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r as observations made in paragraph IV (d) of the Report of Regional Director is concerned, Learned Authorised Representative for the Petitioner Companies submits that,the meetings of the Equity Shareholders of the Petitioner Companies were dispensed with in view of the consent affidavits obtained from all the Equity Shareholders of the Petitioner Companies agreeing to the Scheme of Merger and placed before this Tribunal.The meetings of 10% non-convertible non-cumulative redeemable preference shareholders of the Petitioner Company-1 and Petitioner Company-3 were dispensed with, in view of the consent affidavits obtained from all the 10% non-convertible non-cumulative redeemable preference shareholders of the Petitioner Company-1 and Petitio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 11thNovember, 2019. The Petitioner Companies through their Authorised Representative submit that no representations or objections have been received from any of the Regulatory Authorities. Further, the approval of the Scheme by this Tribunal may not deter any such authorities to deal with any of the issues arising after giving effect to the scheme and the Petitioner Companies submit that any issues arising out of the Scheme will be met and answered in accordance with the law. 17. The observations made by the Regional Director have been explained by Petitioner Companies in paragraphs 12 to 16 above. The clarifications and undertakings given by the Petitioner Companies are hereby accepted. Moreover, the Petitioner Companies undertake t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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