TMI Blog2020 (9) TMI 1001X X X X Extracts X X X X X X X X Extracts X X X X ..... nical) For the Petitioners : Mr. Ajit Singh Tawar i/b Kanga and Company, Advocates For the Regional Director (WR) : Ms. Rupa Sutar, Deputy Director ORDER Per : V. Nallasenapathy, Member ( Technical ) 1. The Court is convened by videoconference today. 2. Heard the Learned Counsel for Petitioner Companies and the representative of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai. Neither any objector has come before the Tribunal to oppose the Scheme of Merger by Absorption nor has any party controverted any averments made in the Petition. 3. The sanction of the Tribunal is sought under sections 230 to 232 and other applicable provisions of the Companies Act, 2013, to the Scheme of Merger by Absorption of Sound Investment Company Private Limited (Transferor Company-1) and Kanvai Investment Company Private Limited (Transferor Company-2) and Horizon Investment Company Private Limited (Transferor Company-3) and Sparkk Organics Private Limited (Transferor Company-4) and Temple Garment Manufacturing Company Private Limited (Transferor Company-5) and Kaabil Traders Private Limited (Transferor Company-6) with New India Exports Private ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the said report, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph IV of the said report, the Regional Director has stated that: (a) In addition to compliance of AS-14 (Ind AS-103) the Transferee Company shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5(Ind AS-8) etc.; (b) As per Part-1- Definitions Clause 1(1.3, 1.4 1.13) of the Scheme; Appointed Date means 1st April 2019 or such other date as may be mutually agreed upon by the respective Board of Directors of Sound, Kanvai, Horizon, Sparkk, Temple garment, Kaabil and New India with the approval of the Hon ble National Company Law Tribunal (NCLT) While sanctioning the Scheme; Effective Date means the date on which the certified true copies of the Orders of the Hon ble NCLT sanctioning this Scheme are filed by Sound, Kanvai, Horizon, Sparkk, Temple garment, Kaabil and New India with the Registrar of Companies, Maharashtra, Mumbai. Record Date means the date to be fixed by the Board of Directors of New India for the purpose of issue of Equity Shares ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion of the ROC, Mumbai is as under: Interest of the Creditors should be protected. May be decided on its merits. 10. As far as the observation in paragraph IV (a) of the Report of the Regional Director is concerned, the Petitioner Companies through their Counsel undertake that in compliance of AS-14 (Ind AS-103), the Petitioner Companies will pass such accounting entries which are necessary in connection with the Scheme to comply with other applicable Accounting Standards such as AS-5 (Ind AS-8), etc. 11. As far as the observation in paragraph IV (b) of the Report of the Regional Director is concerned, the Petitioner Companies through their Counsel state that the Appointed Date is 1stApril 2019 and the Scheme will be deemed to be effective from the said Appointed Date. Further, the Petitioner Companies undertake to comply with the requirements as clarified vide Circular No.7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs. 12. As far as the observation in paragraph IV (c) of the Report of the Regional Director is concerned, the Petitioner Companies through their Counsel state that pursuant to the Order of this Tribunal dated 20thFebruary 20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... their Counsel state that pursuant to this Tribunal s Order dated 20thFebruary 2020 passed in CA(CAA)/3373/MB/2019, notices have been issued to all the requisite Unsecured Creditors of all the Petitioner Companies. None of the Petitioner Companies are in receipt of any objection by any of the Creditors till date. The Petitioner companies through their Counsel undertake that the interest of the Creditors will be protected. 18. The observations made by the Regional Director have been reproduced in Para 9 above. The clarifications and undertakings given by the Petitioner Companies in Para 10 to 17 above. The clarifications given by the Petitioner Companies are accepted by the Tribunal.Moreover, the Petitioner Companies undertake to comply with all the statutory requirements, as may be required under the Companies Act, 2013 and the Rules made thereunder. The undertakings given by the Petitioner Companies are accepted. 19. The Official Liquidator has filed his report dated 16thJuly 2020 in Company Petition No.900/MB.II/2020 inter alia stating therein that the affairs of the Transferor Companies have been conducted in a proper manner not prejudicial to the interest of the Shareholde ..... X X X X Extracts X X X X X X X X Extracts X X X X
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