TMI Blog2020 (9) TMI 653X X X X Extracts X X X X X X X X Extracts X X X X ..... ions of the Companies Act , 2013 - The Petitioner Companies to lodge a copy of this Order and the Scheme duly certified by the Deputy Registrar or Assistant Registrar, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable within 60 days from the date of receipt of the order, if any. - C. P. (CAA)/2987/MB/2019 - - - Dated:- 24-1-2020 - Hon'ble Suchitra Kanuparthi Hon'ble Member (J) And Hon'ble V. Nallasenapathy Hon'ble Member (T) For the Petitioner : Mr. Rajesh Shah along with Mr. Ahmed M Chunawala, Advocates i/b M/s. Rajesh Shah Co., Advocate for the Petitioner. Ms. Rupa Sutar, Deputy Director for the Regional Director ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in securities. It would be advantageous to combine the activities and operations in a single Company. The merger would provide synergistic linkages besides economies in costs by combining the total business functions and the related activities and operations and thus contribute to the profitability of the amalgamated Company and the merger will enable the Transferee Company to consolidate the businesses and lead to synergies in operation and create a stronger financial base and it would be advantageous to combine the activities and operations of all companies into a single Company for synergistic linkages and the benefit of combined financial resources. This will be reflected in the profitability of the Transferee Company and this Scheme of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be considered by the Hon ble NCLT are as under: a. In 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 AS5 (IND AS-8) etc. b. As per Part-A- Clause-3 (3.8 3.9) of the definition of scheme Appointed Date means 1st day of April, 2018 or such other date as may be approved by the NCLT, Delhi of Judicature of Delhi or NCLT, Mumbai of Judicature at Mumbai or other competent authority as may be otherwise direct/fix. Effective Date means the date on which certified copies of the ordermeans the date on which certified copies of the Order(s) of the National Company Law T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d RKA REAL ESTATES PRIVATE LIMITED (CIN: U70109DL2006PTC150179), (hereinafter referred to as The Fourth Transferor Company ) and SHUBH PORTFOLIO SERVICES PRIVATE LIMITED (CIN: U74992DL2006PTC149976), (hereinafter referred to as The Fifth Transferor Company ) are situated at New Delhi is outside the jurisdiction of Hon ble NCLT, New Delhi. Accordingly, similar approval be obtained by the Transferor Companies from Hon ble NCLT, at New Delhi. d. As regards, Part B- clause -14 (14.1 to 14.3) of the scheme Combination of Authorized Share Capital. In this regard it is submitted that the stamp duty and fee payable by the Transferee Company to the state and Central Government respectively shall be in accordance with law and is subject to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ner Company shall abide that the Appointed Date shall be 1st April 2018, as stipulated in the Scheme. The Effective Date shall the date on which on which certified copies of the Order(s) of the National Company Law Tribunal, Delhi or National Company Law Tribunal, Mumbai vesting the assets, properties, liabilities, rights, duties, obligations and the like of all the Transferor Companies in the Transferee Company are filed with the Registrar of Companies, National Capital Territory of Delhi Haryana, New Delhi, and Registrar of Companies, Mumbai, Maharashtra, after obtaining the necessary consents, approvals, permissions, resolutions, agreements, sanctions and orders in this regard. Further, the Petitioner Company undertakes to comply w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... section 232(3) (i) of the Companies Act, 2013. 12. So far as the observation in paragraph IV (e) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Company submits that the Scheme enclosed to the Company Scheme Application and the scheme enclosed to the Company Scheme Petition are one and same and there is no discrepancy or deviation and liberty is given to Central Government to file further report if any required. 13. So far as the observation in paragraph IV (f) of the Report of the Regional Director is concerned, the Learned Counsel of the Petitioner Companies submits that notices were served to the concerned regulatory authorities in accordance with the provisions of section 230(5) of the C ..... X X X X Extracts X X X X X X X X Extracts X X X X
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