TMI Blog2017 (12) TMI 1776X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme duly certified by the Deputy Director or Assistant Registrar, National Company Law Tribunal, Mumbai Bench with the concerned Registrar of companies, electronically, along with E-form INC 28 within 30 days from the date of issuance of the order by the Registry. The Petitioner Companies to pay costs of ₹ 25,000/- each to the Regional Director, Western Region, Mumbai. Transferor Company 3 4 (First and Second Petitioner Company above to pay cost of ₹ 25,000/- to the Official Liquidator, High Court, Bombay - The costs to be paid within four weeks from the date of receipt of Order. - CSP NO 1075 (MAH)OF 2017 IN CSA NO 899 (MAH) OF 2017 - - - Dated:- 13-12-2017 - Hon'ble B.S.V. Prakash Kumar, Member (J) And Hon'ble V. Nallasenapathy, Member (T) For the Petitioner(s): Mr. Hemant Sethi, Hemant Sethi Co for Petitioners Ms. P. Sheela , Mr. Santosh Dalvi, Assistant in the office of Official Liquidator Order V. Nallasenapathy, 1. Heard the learned counsel for the Petitioner Companies. No objector has come before the Tribunal to oppose the Petitions, nor any party has controverted any averments made in the Petitions. 2. The sanc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t the Transferor Companies are wholly owned subsidiaries of the Transferee Company. 6. The Counsel for the Petitioner Companies further submits that the Board of Directors of the Transferor Companies and the Transferee Company have approved the said Scheme ofAmalgamation by passing Board Resolutions which are annexed to the Company Scheme Petition. 7. The Counsel appearing on behalf of the Petitioner Companies further states that the Petitioner Companies have complied with all the directions passed in Company Scheme Application No. 899 of 2017, by this Tribunal and that the Company Scheme Petition have been filed in consonance with the orders passed in abovementioned Company Scheme Application. 8. The Counsel appearing on behalf of the Petitioner Companies further states that the Petitioner Companies have complied with all requirements as per directions of the Tribunal and they have filed necessary affidavits of compliance in the Tribunal. Moreover, the Petitioner Companies through their Counsel undertakes to comply with all statutory requirements if any, as required under the Companies Act, 2013 and the Rules made there under whichever is applicable. The said undertakings ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ee Company has inter alia mentioned as under: As per Section 232(6) ofthe Companies Act, 2013 effective date shall not be subsequent to the Appointed Date. As per Clause 13 14 of the scheme, it is provide that increase of authorized Capital and amendment in Capital Clause of MOA AOA of the Company. In this regard, the Transferee Company has to file amended MOA AOA with e-forms on MCA Portal. 1st 2nd Transferor Companies are Foreign Body Corporate under the Law of Mauritius and they have obtained NOC from RBI vide letter dated 04.10.2017 07.11.2017. Hence they may be directed to comply with the conditions therein by the RBI. The Transferee Company has not submitted copy of notice in CAA-3 to Competition Commission of India. Save and except as stated in para IV (a) to (f) it appears that the Scheme is not prejudicial to the interest of shareholders public. 10. In so far as observations made in paragraph IV (a) of the Report of Regional Director is concerned, the Transferee Company through their Counsel undertakes that in addition to compliance of AS-14 (IND AS-103) the Transferee Company shall pass such accounting entries which are necessary in con ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 16. In so far as observations made in paragraph IV (f) (iii) of the Report of Regional Director pertaining to ROC's observations is concerned, the Counsel for the Petitioners submit that in compliance of Section 234 of the Companies Act, 2013, the Reserve Bank of India vide its letters dates 4th October, 2017 and 7th November, 2017 had conveyed its No Objection for merger of Transferor Company- I and Transferor Company-2 with the Transferee Company. The copies of no objection letters are annexed as Annexures Zl Z2 to the petition. The Transferee Company undertakes to comply with all the conditions as stipulated by RBI in letter of no objection. 17. In so far as observations made in paragraph IV (iv) of the Report of Regional Director pertaining to ROC's observations is concerned, the Counsel for the Petitioners clarify that mergers of subsidiaries with holding company are exempted from the purview of Competition Act 2002. Therefore no notice is required to be given under the Competition Act 2002. 18. The observations made by the Regional Director and the Registrar of Companies have been explained by the Petitioner Companies in paragraphs 10 to 16 above. The cl ..... X X X X Extracts X X X X X X X X Extracts X X X X
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