9911796707
TMI Blog2021 (11) TMI 235X X X X Extracts X X X X X X X X Extracts X X X X ..... is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ( Act ) and in the matter of Scheme of Amalgamation of Polyplast Agencies (India) Private Limited ('First Transferor Company') and Poly-Resin Agencies (India) Limited ('Second Transferor Company') and Resin Distributors Limited ('Third Transferor Company') and Silvassa Polyplast (India) Private Limited ('Fourth Transferor Company') with Tufropes Private Limited ('Transferee Company') and their respective shareholders (the Scheme). 4. The Learned Counsel for the Petitioner Companies submits that First Petitioner Company is engaged in the business of Agency commission business along with Investment and Rent income. The Second Petitioner Company is engaged in the business of Depot Management Service along with Investment income. The Third Petitioner Company is engaged in the business of Agency commission business along with Rent Income. The Fourth Petitioner Company is engaged in the business of manufacturing of reprocessed plastic products and other allied products along with Investment Income. The Fifth Petitioner Company is engaged in the busine ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Polyplast and Tufropes with the Registrar of Companies at Mumbai, Maharashtra; 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 comply with the requirements and clarified vide circular no. F. No. 7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry of Corporate Affairs. c. The Hon'ble Tribunal may kindly seek the undertaking that this Scheme is approved by the requisite majority of members and creditors as per Section 230(6) of the Act in meetings duly held in terms of Section 230(1) read with sub-section (3) to (5) of Section 230 of the Act and the Minutes thereof are duly placed before the Tribunal. d. Hon'ble NCLT may kindly direct the petitioners to file an affidavit to the extent that the Scheme enclosed to Company Application Company Petition, a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any, Second Petitioner Company, Third Petitioner Company, Fourth Petitioner Company and Fifth Petitioner Company through its Counsel undertake that they will comply with AS14 (Ind AS 103) and 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. In so far as observations made in paragraph IV (b) of the Report of Regional Director is concerned, the First Petitioner Company, Second Petitioner Company, Third Petitioner Company, Fourth Petitioner Company and Fifth Petitioner Company state that Part -A Definitions Clause 1 (1.2 1.4) of the Scheme Appointed Date means Appointed Date means April 1, 2020 or such other date as may be approved by the National Company Law Tribunal at Mumbai Bench or any other competent authority for the purposes of amalgamation of Polyplast Agencies (India) Private Limited and Poly-Resin Agencies (India) Limited and Resin Distributors Limited and Silvassa Polyplast (India) Private Limited with Tufropes Private Limited. Effective Date or coming into effect of this Scheme or upon the scheme becoming effective or effectivene ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Petitioner Company. The Tribunal may kindly take the same on record. d. In so far as the observation in paragraph IV (d) of the Report of the Regional Director is concerned, the Learned Counsel for the First Petitioner Company, Second Petitioner Company, Third Petitioner Company, Fourth Petitioner Company and Fifth Petitioner Company confirms that the scheme enclosed to the Company Scheme Application and Company Scheme Petition are one and same. e. In so far as the observation in paragraph IV (e) of the Report of the Regional Director is concerned, the First Petitioner Company, Second Petitioner Company, Third Petitioner Company, Fourth Petitioner Company and Fifth Petitioner Company submit that the notices have been served to the concerned authorities as per the provisions of section 230(5) of the Companies Act, 2013. The First Petitioner Company, Second Petitioner Company, Third Petitioner Company, Fourth Petitioner Company and Fifth Petitioner Company have filed a Compliance Report on August 24, 2020 with this Tribunal regarding service of these notices. f. In so far as the observation made in paragraph IV (f) of the Report of Regional Director is concerned, the F ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ficial Liquidator, High Court, Bombay, has filed his report dated 21 September 2020, inter alia, stating therein that the affairs of First Transferor Company, Second Transferor Company, Third Transferor Company and Fourth Transferor Company have been conducted in a proper manner, not prejudicial to the interest of the shareholders of First Transferor Company, Second Transferor Company, Third Transferor Company and Fourth Transferor Company and that First Transferor Company, Second Transferor Company, Third Transferor Company and Fourth Transferor Company may be ordered to be dissolved without winding up by this Tribunal. 13. Since all the requisite statutory compliances have been fulfilled, CP (CAA) 1022/MB-II/2020 is made absolute in terms of the prayer clauses of the said Company Scheme Petition. 14. The Scheme is hereby sanctioned with the Appointed Date of 1 April 2020. 15. The 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 along with e-form INC-28 within 30 days from the date of receipt of the certified copy of order by the Petitioner Companies. 16. The First T ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
