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TMI Blog2018 (4) TMI 1983X X X X Extracts X X X X X X X X Extracts X X X X ..... nd Transferor Company) with M/s. Piramal Housing Finance Limited (Transferee Company) and their respective shareholders. 2. The Petitioner Companies have approved the said Scheme of Merger by Absorption by passing the Board Resolutions and thereafter they have approached the Tribunal for sanction of the Scheme. 3. The 1% Transferor Company and 2nd Transferor Company, both, are primarily engaged in the business of lending to companies engaged in construction and development of real estate. 4. The Transferee Company is primarily engaged in the business of housing finance. 5. The proposed scheme will reduce and broaden the risk profile, leading to efficiency in use of capital for the business; facilitate rapid expansion of retail housing f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3 and the Rules made there under whichever is applicable. b) The Regional Director has filed his Report dated 27.03.2018, stating therein that save and except as stated in paragraph IV (a) to (e), it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph IV of the said Affidavit, the Regional Director has stated that: a) In addition to compliance of AS-14 (IND AS-103) 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 (IND AS-8) etc. b) The Petitioners under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... PHFL shall file requisite forms with Registrar of Companies for change of the name. Association of PHFL as above. Pursuant to this Scheme, PHFL shall file requisite forms with Registrar of Companies for change of the name. National Housing Bank vide letter dated 21.03.2018 (Annexure D) has inter alia stated that name of the merged entity should be Piramal Capital & Housing Finance Limited. c) Apropos the observations made in paragraph IV (a) of the Report of Regional Director is concerned, it is stated that 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), AS-14 (IND-103) etc. d) Apropos the observations made in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f) Apropos the observations made in paragraph IV (d) of the Report of Regional Director is concerned, the Petitioners submit that the Scheme enclosed to the Company Application and the Scheme enclosed to the Company Petition are one & same and there is no discrepancy or deviation. g) Apropos the observations made in paragraph IV (e) of the Report of Regional Director is concerned, the Learned Advocate for Petitioners submit that in view of the directive of National Housing Bank vide letter dated 21.03.2018, the Petitioners seek leave to amend clause 9.1 of the Scheme by deleting 'Piramal Capital Limited', substituting it with 'Piramal Capital & Housing Finance Limited' and to amend clause 9.2 of the Scheme by deleting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to comply with the provisions/statements which the Petitioners undertakes herein. c) The Consideration of the Scheme shall be as follows : i) 483 (Four Hundred and Eighty Three) fully paid up Equity Shares of Rs. 10/- each of the Transferee Company shall be issued and allotted for every 100 Equity Shares of = Rs. 10/- each, to the equity shareholders of the 1st Transferor Company; and ii) I fully paid up Equity Share of = Rs. 10/- (Ten) each of the Transferee Company shall be issued and allotted for every 5 (Five) Equity Shares of Rs. 2/- each to the equity shareholders of the 2nd Transferor Company. d) The Transferor Companies shall be dissolved without winding-up. e) The Petitioner Companies to lodge a copy of this order an ..... X X X X Extracts X X X X X X X X Extracts X X X X
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