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TMI Blog2021 (12) TMI 1438X X X X Extracts X X X X X X X X Extracts X X X X ..... nvened by videoconference. 2. Heard Learned Counsel for the Petitioner Companies. No objector has come before the Tribunal to oppose the petition and nor has any party controverted any averments made in the petition. 3. The sanction of this Tribunal 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 ERP Infrastructures Projects Private Limited ( ERP or the Transferor Company ) with New Age Buildtech Private Limited ( NABPL or the Transferee Company ) and their respective shareholders ( Scheme ). 4. The Learned Counsel for the Petitioner Companies submits that the Petitioner Companies are engaged in the business of construction, developers, builders, contractors and all types of construction and development work. 5. The Counsel for the Petitioner Companies further submits that the rationale for the Scheme is as under: The circumstances which necessitate the proposed amalgamation of the Transferor Company with the Transferee Company are, inter alia, as follows: (a) The Transferee Company has been incorporated with similar business objectives as that of the Transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... clarifications and undertakings given by the Petitioner Companies and the observations of the Regional Director in the Supplementary Report are summarized in the table below: Sr. No. Para No. (IV) RD Report/ Observations Dated November 29, 2021 Response of the Petitioner Companies Observation of Regional director in Supplementary Report dated December 1, 2021. (a) In compliance of AS-14 (IND AS103), 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 AS5(IND AS-8) etc. In so far as observations made in paragraph IV (a) of the Report of Regional Director is concerned, the Petitioner Companies undertake that in addition to complying with AS-14(IND AS103); the Transferee Company undertakes to pass such accounting entries which are necessary to comply with all other applicable Accounting Standards such as AS-5(IND AS-8), etc. That the company in its reply acknowledgement dated 30.11.2021 has given reply on the observations made by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petitioners to affirm that they comply the provisions of the section. In so far as the observation made in paragraph IV (c) of the Report of Regional Director is concerned, the Petitioner Companies through its counsel undertakes that it would comply with the provisions set out in Section 232(3)(i) of the Companies Act, 2013 and that the fee, if any, paid by the Transferor Company on its authorized share capital shall be set off against any fees payable by the Transferee Company on its authorized share capital subsequent to the amalgamation, if applicable. (d) 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 subsection (3) to (5) of Section 230 of the Act and the Minutes thereof are duly placed before the Tribunal. In so far as observations made in paragraph IV (d) of the Report of Regional Director is concerned, the Learned Counsel of the Petitioner Companies submits that the Tribunal had vide its order dated September 1, 20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bove and pass appropriate order. In so far as observations made in paragraph IV (g) of the Report of Regional Director is concerned, the Petitioner Companies submit that the provisions of Real Estate (Regulation and Development) Act, 2016 ( RERA ) read with Maharashtra Rules and Regulations, 2017 and the rules and regulations framed thereunder are not applicable to the Petitioner Companies since there are no ongoing real estate projects pending with them. Hence, the Petitioner Companies are not required to obtain No Objection Certificate from RERA. The Petitioner Companies also state that the Scheme is an arrangement between the Petitioner Companies and their respective shareholders and thus it shall have no effect on the Creditors of the Petitioner Companies. Further, the Petitioner Companies undertake to protect the interest of the Creditors in the Scheme. 10. The Observations made by the Regional Director have been explained and the clarifications and undertakings given by the Petitioner Companies have been explained in above table. The clarifications and undertakings given by the Petitioner Companies in response to the said Repor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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