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TMI Blog2021 (9) TMI 1202X X X X Extracts X X X X X X X X Extracts X X X X ..... ally materialised. The circular further clarifies that the term appointed date used in Section 232(6) shall be deemed to be the acquisition date for the purpose of conforming to Indian Accounting Standards 103 dealing with business combinations. Since the applicant want to amend the CA (CAA) based on the clarificatory circular of Ministry of Corporate Affairs and also amend the reliefs sought therein, the reliefs sought for by the applicant may be granted - Application allowed. - CA (CA)/77/KOB/2021 In CA (CAA)/2/KOB/2021 And CA(CA)/78/KOB/2021 In CA(CAA)/3/KOB/2021 - - - Dated:- 20-9-2021 - Hon ble Mr. Ashok Kumar Borah, Member (Judicial) And Hon ble Mr. Shyam Babu Gautam, Member (Technical) For the Applicant : Shri. Sumit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t it was decided and resolved the commitments and assurances to its stakeholders to consolidate the business of the Transferor and Transferee Companies under one umbrella as a single entity by way of the proposed merger with appointed Date as 1st April, 2019. Based on this assurance the Financial Creditors of the Companies have extended the credit facilities and was renewing the yearly due facilities only upon the basis of completion of the proposed merger. Therefore, the appointed date of the Scheme of Amalgamation as 1st April, 2021 is in the best interests of all the stakeholders, equity shareholders, secured and other creditors employees and everyone having dealings in the course of business with the Companies. In order to comply with t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s Company Application has been filed under Rules11 and 32 of National Company Law Tribunal Rules,2016 by M/s. Hesel Engineering Private Limited (Transferor Company) in the matter of CA (CAA) No.3/KOB/2021 seeking the following reliefs: - I. To amend the Scheme of Amalgamation II. To amend the reliefs sought in the application 5. The Scheme of Amalgamation by way of absorption acquiring the transferor Company was filed showing the appointed date as 1st April,2019, which was passed vide Board Resolution dated 20.03.2021. As per Circular of the Ministry or Corporate Affairs dated 21st August, 2019, if the appointed date is chosen as a specific calendar date, it may precede the date of filing of the application for the scheme of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e and further seek to amend the relief sought in the main application. 6. The applicant further stated that the change in relief sought is only in relation to Meeting of Unsecured Creditors. The Secured Creditors holding 91.86% of the Secured Debt has agreed and confirmed by way of affidavit to the proposed schemes. The Equity Shareholders holding 95.52% of the Total Share Capital in the Company, has agreed, consented and confirmed by way of affidavit to the proposed Scheme. The proposed Scheme of Amalgamation does not restructure or vary the debt obligations of the Transferee Company towards their respective creditors in any manner and there is no requirement of filing the Creditors Responsibility Statement along with the present Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ied to the occurrence of an event such as grant of license by a competent authority or fulfilment of any preconditions agreed upon by the parties, or meeting any other requirement as agreed upon between the parties, etc., which are relevant to the scheme. b) The 'appointed date' identified under the scheme shall also be deemed to be the 'acquisition date' and date of transfer of control for the purpose of conforming to accounting standards (including Ind-AS 103 Business Combinations. c) where the 'appointed date' is chosen as a specific calendar date, it may precede the date of filing of the application for scheme of merger/amalgamation in NCLT. However, if the 'appointed date' is significantly an ..... X X X X Extracts X X X X X X X X Extracts X X X X
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