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TMI Blog2020 (9) TMI 656X X X X Extracts X X X X X X X X Extracts X X X X ..... The Petitioner seeks sanction of the Tribunal under sections 230 to 232 of the Companies Act, 2013 (the Act for short) to the Scheme of Arrangement (the Scheme) between Nielsen (India) Private Limited ('Demerged Company') and Neurofocus Systems & Services Private Limited (now known as Nielsen Media India Private Limited) the Resulting Company' (hereinafter collectively referred to as the Petitioner Companies) and their respective shareholders. 2. Heard the Learned Counsel for the Petitioner Companies and the representative of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition. 3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies submits that the Board of Directors of the Petitioner Companies approved the Scheme in their respective meetings held on 12th June 2020 and the board resolutions are annexed to the present Petition. The Appointed Date fixed under the Scheme is 1st April 2020. 7. Learned Counsel for the Petitioner Companies further submits that the Demerger of media business (i.e. Print Media Measurement Services) from Demerged Company into Resulting Company would result in the following benefit: a. Concentrated management focus on the businesses to create a more competitive business both in scale and operations. The Resulting Company would develop combined long-term corporate strategies and financial policies, thus enabling better management and acce ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n with the Scheme to comply with other applicable Accounting Standards such as AS-5 (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 through its Counsel undertakes to pass such accounting entries which are necessary in connection with the Scheme to comply with the applicable Accounting Standards including AS-14 (IND AS 103) and AS-5 (Ind AS-8). b) As per Part - A Definitions Clause 1 (1.3 & 1.8) of the Scheme. "Appointed Date" means 1st day April 2020, or such other date as may be fixed or approved by the National Company Law Tribunal for the purpose of demerger of Demerged Undertaking from the Demerged Company into the Resulting Company. "Effec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 8-2019 issued by the Ministry of Corporate Affairs. c) ROC, Mumbai Report dated 19.08.2020 has made observation that Demerged Company has not filed its financial statements since 31/03/2016 as per Master data. The Demerged Company may be directed to file the pending financial statement and Annual Report. However, as per MCA record, it is observed that the Demerged Company have filed its Annual report and Balance Sheet till 31.03.2018. Demerged Company may be directed to file its Annual return and Balance Sheet for the year 2018-19 In so far as observations made in paragraph IV (c) of the Report of Regional Director is concerned, the Petitioner Companies through its counsel submits that the Demerged Company has filed its Annual returns ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... titioners under provisions of section 230 (5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Amalgamation. Further, the approval of the scheme by this Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authorities is binding on the Petitioner Company (s) In so far as the observations made in paragraph V (e) of the Report of Regional Director is concerned, the Petitioner Companies through its Counsel submits that notices under Section 230(5) of the Companies Act 2013 has been served upon the concerned Income tax Authority, Regional Director and Registrar of Companies by the Petitioner Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he non-resident shareholders of the Demerged Company shall be in accordance with the applicable FEMA regulations/ guidelines. 11. The Observations made by the Regional Director have been explained and the clarifications and undertakings given by the Petitioner Companies have been explained as above. The clarifications and undertakings given by the Petitioner Companies in response to the said Report are accepted by this Tribunal. 12. From the material on record, the Scheme appears to be fair and reasonable and does not violate of any provisions of law and is not contrary to public policy. 13. Since all the requisite statutory compliances have been fulfilled, the CP(CAA) No.965/MB-I/2020 is made absolute in terms of prayer made in the Com ..... X X X X Extracts X X X X X X X X Extracts X X X X
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