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TMI Blog2020 (9) TMI 704X X X X Extracts X X X X X X X X Extracts X X X X ..... inafter referred to as the 'Objector') of Ashdan Developers Private Limited ('Transferee Company') in Company Scheme Application No. 904 of 2019 has come before the Tribunal to oppose the Scheme of Merger by Absorption by way of Affidavit. In the said Affidavit, the Objector has raised objections that the proposed Scheme entails transfer of all the liabilities of Transferor Company to the Transferee Company which can severally affect the rights of Objector in executing the Award dated 19 February, 2019 passed by Sole Arbitrator Justice S. R. Sathe (Retd.) at Pune against the Transferee Company and recovering a sum of Rs. 88,43,025/- along with interest thereon @ 12% p.a. from 30 October, 2015 till realisation. The Learned Counsel for the Pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ot have any locus standi to file the present objection under Section 230(4) of the Companies Act, 2013. The said Scheme will not adversely affect the interest of the creditors of the Transferee Company. Also as per the settled principle of law, the arrangements and/or amalgamation proceedings conducted at the National Company Law Tribunal (the 'Tribunal') are not recovery proceedings, wherein the creditors can claim their outstanding dues. In any event, the Second Petitioner Company/Transferee Company undertakes to honour the outcome of civil disputes pending in the District and Sessions Court, Pune, after it has reached to its lawful and logical end with recourse to available right to appeal to appropriate higher courts. Therefore, the all ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that has diverse skills, talent and vast experience. The proposed Merger by Absorption will result in administrative and operations rationalization, organizational efficiencies, reduction in overheads, personnel costs, compliance cost and other administrative expenses. The proposed Merger by Absorption would be beneficial from a revenue generation and cost optimization perspective as the Transferee Company would continue to reap benefits of qualifications/certifications of the Transferor Company and its preferred vendor status with identified customer post the said merger by absorption. The proposed Merger by Absorption will prevent cost duplication and will result in synergies in operations. The synergies created by the merger by absorptio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eme means 01 April 2018 and "Effective Date" means the date on which the Scheme shall be deemed to be effective from Appointed Date; In this regard, it is submitted that Section 232 (6) of the Companies Act, 2013 states that the scheme under this section shall clearly indicate an appointed date from which it shall be effective and the scheme shall be deemed to be effective from such date and not at a date subsequent to the appointed date. However, this aspect may be decided by the Hon'ble Tribunal taking into account its inherent powers. Further, the petitioners may be asked to comply with the requirements as clarified vide circular no. F. No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs. (c) Petit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tandards such as AS-5 (IND AS-8), etc. 10. As far as observations in paragraph IV (b) of the Report of the Regional Director is concerned, the Petitioner Companies vide their reply affidavit dated 10 January, 2020, have stated that the Appointed Date of the Scheme is 1st April, 2018 and the Scheme will be effective from the said Appointed Date. Further, the Petitioner Companies have also undertaken to comply with the requirements as clarified vide circular no. F No. 7/12/2019/CL-I dated 21 August 2019 issued by the Ministry of Corporate Affairs. 11. As far as the observation in paragraph IV (c) of the Report of the Regional Director is concerned, the Petitioner Companies vide their reply affidavit dated 10 January, 2020, have undertaken t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s and when applicable. 13. As far as the observation in paragraph IV (e) of the Report of the Regional Director is concerned, the Petitioner Companies vide their reply affidavit dated 10 January, 2020, have stated that they have already served the notices to the concerned authorities and has filed its Affidavit of Service on 13 September 2019 with the Hon'ble NCLT, Mumbai. Further, the Second Petitioner Company undertakes that the approval of the Scheme by this Tribunal will not deter such Authorities to deal with any of the issues arising after giving effect to the scheme and the decision of such Authorities shall be binding on the Second Petitioner Company. 14. The Regional Director has filed his Supplementary Report dated 14 January, 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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