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TMI Blog2021 (6) TMI 63X X X X Extracts X X X X X X X X Extracts X X X X ..... s sought under Sections 230 to 232 of the Companies Act, 2013 (the Act) and other relevant provisions of the Act and the rules framed there under for the Scheme of amalgamation (the Scheme) of the Companies with the Transferee Company. 2. Heard the Learned Counsel for the Petitioner Companies. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition. The Petitioner Companies have approved the Scheme by passing the Board Resolutions dated 16th December, 2019 which are annexed to the Company Petition. 3. The Learned Advocate appearing on behalf of the Petitioners states that the Petition has been filed in consonance with the order passed in the Company Application N ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l estate business. 6. The rationale for the Scheme inter alia, is that all the Companies are under the same management. The management is of the opinion that the merger will lead to synergy of operations and more particularly the following benefits: a. Simple corporate structure and eliminate duplicate corporate procedures and consolidation of all the undertakings in order to enable effective management and unified control of operations, thereby streamlining the activities and consequently reducing managerial overlaps by reducing the number of companies under the same Management which shall reduce administration efforts. b. It would be advantageous to combine the activities and operations of both the Companies into a single Company for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ly with other applicable Accounting Standards such as AS-5(IND AS8) etc. b) As per Definition of the Scheme. "The Appointed Date" means the 16th Dec, 2019 or such other date as the National Company Law Tribunal or other competent authority may otherwise direct/fix. "The Effective Date" or "Coming into effect of this Scheme" means the date on which certified copies of the Order(s) of the National Company Law Tribunal are filed with the Registrar of Companies, Mumbai, after obtaining the necessary consents, approval, permissions, resolutions, agreements, sanctions and orders in this regard. Further, the Petitioner may be asked to comply with the requirements and clarified vide circular no. F. No.7/12/2019/CL-1 dated 21.08.2019 issue ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... siness of real estate, hence, the petitioner company may be directed to comply/clarify the applicability of Real Estate Regulation and Development Act, 2016 (RERA) with Maharashtra Rules and Regulations 2017. 8. So far as the observation in paragraph IV (a) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies submits that in addition to Compliance of AS-14, 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 etc. 9. So far as the observation in paragraph IV (b) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies submit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e there is no discrepancy or deviation. 14. So far as the observation in paragraph IV (g) of the Report of the Regional Director is concerned, the Petitioner Companies submit that they are not registered under Real Estate Regulation and Development Act, 2016 (RERA) and not carrying out any business of construction. Hence, applicability of RERA and relevant Rules and Regulations thereunder would not arise. 15. The observations made by the Regional Director have been explained by the Petitioner Companies in Para 9 to 14 above. The clarifications and undertakings given by the Petitioner Companies are accepted by the Tribunal. 16. The Official Liquidator has filed his report on 7th July, 2020 in the Company Petition No. 929 of 2020, inter ali ..... X X X X Extracts X X X X X X X X Extracts X X X X
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