TMI Blog2020 (9) TMI 707X X X X Extracts X X X X X X X X Extracts X X X X ..... strar, as the case may be, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same, within 60 days from the date of receipt of the Order. The Scheme is sanctioned hereby, and the Appointed date of the Scheme is fixed as 1st April, 2017. - C.P.(C.A.A.) 3442/MB/2018 In C.A.(C.A.A) 131/MB/2018 - - - Dated:- 30-1-2020 - Hon ble Member (Judicial): Mr. Bhaskara Pantula Mohan And Hon ble Member (Technical): Mr. Rajesh Sharma For the Petitioner Companies: Mr. Hemant Sethi, i/b Hemant Sethi Co. Advocates for the Petitioner Companies. For the Regional Director: Ms. Rupa Sutar, Deputy Director ORDER Per : Bhaskara Pantula Mohan, Member ( Judicial ) 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 k ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oyed 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, management, administration etc. to result in savings of costs. e) Avoidance of duplication of administrative functions, reduction in multiplicity of legal and regulatory compliances. f) Integrated operational and marketing strategies, inter-transfer of resources / costs will result in optimum utilization of assets. g) Bring uniformity in corporate policy. h) Benefit of operational synergies to the combined entity and greater leverage in operations, planning and process optimization 8. The Learned Counsel appearing on behalf of the Petitioner Companies states that the Petitioner Companies have complied with all the directions passed in the order dated 20.06.2018 in Company Scheme Application No. 131 of 2018, passed by this Bench and that the Company Scheme Petition has been filed in consonance with the order passed in above mentioned Company Scheme Applications. 9. The Learned Counsel for the Petitioner Companies further states that the Petitioner Companies have complied with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... effective or effectiveness of the Scheme or upon the coming into effect of the Scheme shall means the Effective Date. In so far as observation made in para IV (b) of the report of Regional Director is concerned, the Petitioner Companies confirms that as per Clause 1.2 of the Scheme, Appointed Date means 1st April 2017. Further Clause 6 of the Scheme specified that the Scheme shall be effective from the Appointed date. 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 shal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company submits that it is not required to file any document under the RERA Act and obtain approval of MahaRERA as per MahaRERA Circular No. 11/2017 dated 8 November 2017 since the requirement to obtain approval is on the Transferor Company and not on Transferee Company. As has informed by Flagship Infrastructure Private Limited, the Second Transferor Company, the MahaRERA vide e-mail dated 30.05.2018 has stated that I am directed to inform you that MahaRERA has approved the same subject to fulfilling all the provisions of RERA Act. In view of the above, Hon ble Tribunal may pass appropriate orders/ orders as deem fit in the lights of facts and circumstances of the case. Hon ble NCLT may kindly direct the petitioners to file an affidavit to the extent that the Scheme enclosed to Company Application and Company Petition, are one and same and there are no discrepancy / any change / changes are made, if any changes are made, liberty be given to Central Government to file further report if so required. As far as the observations made in paragraph IV (g) of the Report of Regional Director is concerned, the Petitioner Compani ..... X X X X Extracts X X X X X X X X Extracts X X X X
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