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TMI Blog2020 (1) TMI 1490X X X X Extracts X X X X X X X X Extracts X X X X ..... the Petition. 2. The sanction of this Tribunal is sought under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangement and Amalgamations) Rules, 2016 for the Scheme of Merger by Absorption of Menon And Menon Limited with MML Industries Limited and their respective shareholders ("the Scheme"). 3. The Petitioner Companies have approved the said Scheme by passing Board Resolutions dated 16th January 2019 in their respective Board Meetings. 4. The rationale for the Scheme of the Petitioner Companies would, inter alia, have the following benefits: (a) Merger would result in better internal economies such as reduction in administrative costs and exercise of effective control ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s 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 observations made in paragraph IV (a) of the Report of Regional Director is concerned, the Petitioner Companies submits that notices under provisions of Section 230(5) of the Companies Act, 2013 has been served upon the Concerned Income tax Authority, Regional Director, Register of Companies by both the Petitioner Companies and to the Official Liquidator by the First Petitioner Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tor is concerned, the Petitioner Companies confirm that the Scheme enclosed to the Company Application and the scheme enclosed to the Company Petition are one & same and there is no discrepancy or deviation. Satisfactory (d) In compliance of AS14 (IND AS-103), the Petitioner Companies 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 AS8) etc. In so far as observations made in paragraph IV (d) of the Report of Regional Director is concerned, the Petitioner Companies undertakes that it shall pass necessary accounting entries in connection with the Scheme as per AS -14 (IND AS-103) as well as comply with other applicable Accounting Sta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tor is concerned, the Petitioner Companies confirm and undertake that the fee, if any, paid by the Transferor Company on its authorised capital shall be set-off against any fees payable by the Transferee Company on its authorised capital subsequent to the Amalgamation. Petitioner Companies confirm that they will comply with the relevant provisions of various Act including the Companies Act 2013, to the extent applicable. Satisfactory (g) Petitioner Company has mentioned in the scheme at clause 15 that Consequent to the merger and upon the Scheme being effective, the name of the Transferee Company shall be deemed to have been changed from "MML Industries Limited" to "Menon and Menon Limited" in accordance with Section 13 of the Act and oth ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dition to the physical copy within 30 days from the date of receipt of the Order from the Registry.
12. The Petitioner Companies have to lodge a copy of this Order and the Scheme duly authenticated by the Assistant Registrar, 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.
13. All authorities concerned to act on a copy of this Order along with Scheme duly authenticated by the Assistant Registrar, National Company Law Tribunal, Mumbai Bench.
14. The Scheme of Merger by Absorption is sanctioned hereby, and the appointed date of the Scheme is 1st January, 2019. X X X X Extracts X X X X X X X X Extracts X X X X
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