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TMI Blog2020 (6) TMI 764X X X X Extracts X X X X X X X X Extracts X X X X ..... a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically in e-FormINC-28, in addition to physical copy, within 30 days from the date of receipt of the Order duly certified by the Deputy/Assistant Registrar of this Tribunal. Application allowed. - CP(CAA)No.3099/MB.II/2019 connected with CA(CAA) No.903/MB.II/2019 - - - Dated:- 16-6-2020 - Shri Rajasekhar V.K. And Shri V. Nallasenapathy, JJ. For the Petitioners : Mr. Hemant Sethi i/b. Hemant Sethi Co., Advocates For the Regional Director (WR) : Ms Rupa Sutar, Deputy Director ORDER V. Nallasenapathy, J. 1. The Bench is convened by video conference today (16.06.2020). 2. Heard Learned Counsel for the Peti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... p in India; (d) The proposed merger will bring about operational rationalization and organizational efficiency by pooling of financial and other various resources in a single consolidated entity for effective treasury function and centralized management of funds to supplement future growth opportunities; (e) Improve management focus and facilitate unified control over the companies, including but not limited to management of tax and other litigations; and (f) Elimination of administrative duplications in terms of periodical compliances and consequently reducing the operating costs of maintaining separate companies. 6. The Learned Advocate for the Petitioner further submits that the Company Scheme Petition is filed in consonance ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor Company and the Transferee Company respectively, as required under the provisions of the Act; Record Date means the date fixed for the purpose of determining the shareholders of the Transferor Company who shall be entitled to consideration as per Clause 16.1 of this Scheme. In this regard, it is submitted that Section 232(6) of the Companies Act, 2013 states that the scheme under this section shall clearly indicate an appointed date from which it shall be effective and the scheme shall be deemed to be effective from such date and not at a date subsequent to the appointed date. However, this aspect may be decided by the Hon'ble Tribunal taking into account its inherent powers. Further, the Petitioners may be asked to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 of Merger by this Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the Scheme of Merger. The decision of such Authorities is binding on the Petitioner Company(s). 9. In response to the observations made by the Regional Director, the Petitioner Company clarifies as under: (a) As far as observation of Regional Director, Western Region, Mumbai, as stated in paragraph IV (a) of his report is concerned , the Transferee Company undertakes to comply with the Pooling of Interest Method specified under the Indian Accounting Standard 10 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Mumbai, as stated in paragraph IV (d) of his report is concerned, the Counsel for the Petitioner submit that the Petition seeking approval of the Hon ble NCLT, Chennai have been filed by the Transferee Company and the matter is pending. (e) As far as observation of Regional Director, Western Region, Mumbai, as stated in paragraph IV (e) of his report is concerned, the Counsel for the Petitioner submit that Regional Director has correctly tallied the amount of paid-up share capital of the Petitioner from the Master Data as there is no change in the composition of paid-up share capital of the Petitioner. (f) As far as observation of Regional Director, Western Region, Mumbai, as stated in paragraph IV (f) of his report is concerned , th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any provisions of law nor is contrary to public interest. 13. Since all the requisite statutory compliances have been fulfilled, CP(CAA)/3099/MB.II/2019is made absolute in terms of prayer of the said Company Scheme Petition. 14. The Scheme is hereby sanctioned, with the Appointed Date fixed as 01 April 2018. The Transferor Company be dissolved without winding up. 15. The Petitioner Company is directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically in e-FormINC-28, in addition to physical copy, within 30 days from the date of receipt of the Order duly certified by the Deputy/Assistant Registrar of this Tribunal. 16. The Petitioner Company to lodge a copy of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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