9911796707
TMI Blog2020 (9) TMI 707X X X X Extracts X X X X X X X X Extracts X X X X ..... udicial ) 1. Heard the learned counsel for the Petitioner Companies. No objector has come before the Tribunal to oppose the Petition and nor any party has controverted any averments made in the Petition. 2. The sanction of this Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013, to a Scheme of Merger by Absorption of Menthol Developers Private Limited and Flagship Infrastructure Limited (formerly known as 'Flagship Infrastructure Private Limited) by Paranjape Schemes (Construction) Limited and their respective Shareholders ('the Scheme'). 3. The Petitioner Companies have approved the said Scheme by passing their respective Board Resolutions dated 9th March 2018 and thereafter, they have approached the Tribunal for sa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Schemes (Construction) Limited. The proposed amalgamation will be beneficial to the Transferor Companies, the Transferee Company, their respective shareholders and creditors, employees and other stakeholders and will have following benefits: 7. Integration of business operations. a) Synergies in operation arising from consolidation of various projects leading to efficient utilization of resources. b) Greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund growth opportunities. c) Garner the benefits arising out of economies of large scale and lower operating costs. d) Pooling of talents in terms of manpower ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dated 27.05.2019 to the said Report in response to the observations addressing the observations elaborately in the said Reply. The Regional Director has filed its Supplementary Report dated 13.06.2019 with this Bench. The observations of the Regional Director in its Report dated 19.09.2018, the Response of the Petitioner Companies in Affidavit in Rejoinder and the comments of the Regional Director in Supplementary Report dated 13.06.2019 are produced herein below: Observations in Regional Director's Report dated 19.09.2018 Reply of the Petitioner in Affidavit in Rejoinder dated 27.05.2019 Supplementary Report of Regional Director dated 13.06.2019 In addition to compliance of AS-14 (Ind AS 103), the Transferee Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e. In this regard, it Is submitted that, in terms of provisions of section 232(6) of the Companies Act, 2013, the Scheme shall be deemed to be effective and operative from 1 April 2017. Reply of the Petitioner Companies is satisfactory. As per Part-B-Clause (12.9) of the Scheme- Accounting Treatment in the Books of Transferee Company it is stated that "If and to the extent there are inter-Corporate Loans, deposits or balances as between the Transferor Company and the Transferee Company, the obligations in respect thereof on and from the Appointed Date, shall stand cancelled and there shall be no obligation /outstanding in that behalf" in this regard it is submitted that such adjustment as mentioned shall be restr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... obtain NOC under Real Estate Regulation and Development Act, 2016 with Maharashtra Rules and Regulation 2017. As far as the observations made in paragraph IV (e) of the Report of Regional Director is concerned, the First Transferor Company submits that there are no under construction real estate project under the First Transferor Company and hence, not required to be registered or obtain approval from Maharashtra Real Estate Regulatory Authority ('MahaRERA') under the Real Estate (Regulation and Development) Act, 2016 ('RERA'). Further, the Second Transferor Company submits that it has obtained written approval from MahaRERA under the RERA Act for transfer of the under construction projects, rights and liabilities from t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... required. Reply of the Company is satisfactory. 11. It is further stated that, the Official Liquidator has filed its report dated 08 July 2019 with the NCLT, inter alia stating herein that, the affairs of the Transferor Company have been conducted in proper manner and the Scheme is not prejudicial to the interest of public. 12. From the material on record, the Scheme of Merger by Absorption appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public interest. 13. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition filed jointly by the Petitioner Companies are made absolute in terms of prayers made in CSP No 3442 of 2018 of the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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