9911796707
TMI Blog2018 (4) TMI 1983X X X X Extracts X X X X X X X X Extracts X X X X ..... ena - Jt. Director. For the RoC: Mr. Ramesh Gholap - Dy. Registrar (WR). COMMON ORDER 1. The sanction of this Tribunal is sought under Sections 230 to 232 of the Company Act, 2013, to a Scheme of Merger by Absorption of M/s. Piramal Finance Limited (1st Transferor Company) and M/s. Piramal Capital Limited (2nd 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 eng ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ive for the Petitioners are: a) The Petitioner Companies have complied with all requirements as per directions of the Tribunal and they have filed necessary Affidavits of compliance in this Tribunal. Moreover, the Petitioner Company undertake to comply with all the statutory requirements if any, as required under the Company Act, 2013 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) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bers of PHFL have also resolved and accorded all relevant consents under Section 13 of Act. It is clarified that there will be no need to pass a separate shareholders resolution as required under Section 13 of the Act for the amendment of the Memorandum of Association of PHFL as above. Pursuant to this Scheme, 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 I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany, Second Petitioner Company and Third Petitioner Company is annexed to the Company Scheme Petition as Exhibit M, Exhibit P and Exhibit S respectively. Further, the minutes of petition admission order shall be submitted with the Regional Director once it is uploaded on the NCLT website. 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 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany. b) The clarifications and undertakings given by the Learned Counsel for the Petitioner to the observations made in the Report of the Regional Director are considered by this Bench and those are hereby accepted. Subsequently, this bench hereby directs petitioners 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 ₹ 10/- each of the Transferee Company shall be issued and allotted for every 100 Equity Shares of = ₹ 10/- each, to the equity shareholders of the 1st Transferor Company; and ii) I fully paid up Equity Share of = ₹ 10/- (Ten) each of the Transferee Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
