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TMI Blog2021 (8) TMI 682X X X X Extracts X X X X X X X X Extracts X X X X ..... her submits that the consolidation of the business operations inter alia will result in the following benefits: - The Amalgamation of ANJ Buildcon Private Limited and ANJ Turnkey Projects Private Limited will result in various benefits including: i. The merger of the two companies under one group will result in the establishment of a larger company with large resources, larger capital base and greater capacity to raise funds for expansion, modernization and development of the businesses of the companies concerned. ii. The merger will enable the undertakings and businesses of the said companies to obtain greater facilities possessed and enjoyed by one large company for securing and conducting its business on favorable terms and other benefits. iii. The merger will enable the management to exercise better control on the operations. The consolidation of business would provide synergistic linkage besides economies in costs by combining the total business functions and the related operations and activities contributing to the overall growth and profitability, coupled with better working capital management for the Group. iv. The merger would result in most optimum utilization o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to (l), it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph IV, of the said Report it is 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-I-Definitions clause 1(1.2), 1(1.4) & (1.8) of the Scheme "Appointed Date" for the purpose of this scheme and for Income Tax Act, 1961, the "Appointed Date" means the open of business hours on 1st April 2019; "Effective Date" means the last of dates on which the certified or authenticated copies of the orders of the National Company Law Tribunal sanctioning the scheme are filed with Registrar of Companies, Mumbai by the Transferor Company and Transferee Company. "Record date" means such date as mutually decided by the Board of Directors of the transferor Company and Transferee Company (including appointed date or any date thereafter), for the purpose of determining the Shareholders of the Transferor Company for issue of Equity Shares/Preference Shares as the case may be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4, Section 61, and Section 232(3)(i) of the Companies Act, 2013 further if any stamp duty is payable the same should be paid in accordance with applicable laws of the state; h. As per Part B Clause 7(7.1 to 7.7) of the Scheme (Reduction Capital) Upon the merger being effective, the investment held by the Transferor Company in the equity share capital of the Transferee Company shall stand cancelled and accordingly, the share capital of the Transferee Company shall stand reduced to the extent of face value of shares held by the Transferor Company in the Transferee Company as on the Effective Date. Further, upon the Scheme becoming effective and after issuance of consideration to the equity shareholders of Transferor Company as per Clause 5.1 above, the equity paid up capital of the Transferee Company held by the Specified Shareholders as on the effective date, without any application or deed, shall be cancelled. The reduction of share capital of the Transferee Company will not in manner adversely affect or prejudice the interest of its creditors and / or public at large. The Transferee Company shall not be required to add the words "and reduced" as a suffix to its name consequent u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rom (RERA) regarding applicability of Real Estate Regulation and Development Act, 2016 with Maharashtra Rules and Regulation 2017 l. In view of the observation raised by the ROC Mumbai, mentioned at para 16 above Hon'ble NCLT may pass appropriate orders/ orders as deem fit. 9. In response to the Report of the Regional Director the Petitioners have filed affidavit in rejoinder dated 16th February 2021 and have clarified as under: a. Apropos the observation of the Regional Director, Western Region, Mumbai, as stated in paragraph IV (a) of his report is concerned the Transferee Company undertakes that in addition to compliance of AS-14, (IND AS -103) the Transferee Company 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), to the extent applicable. b. Apropos the observation of the Regional Director, Western Region, Mumbai, as stated in paragraph IV (b) of his report is concerned the Petitioner companies confirm and undertakes that the Appointed Date has been fixed as 1 April 2019 which is in compliance with Section 232(6) of the Companies Act, 2013 and the Scheme shal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fees in accordance with the provisions of Section 13, section 14, section 61, and Section 232(3) (i) of Companies Act, 2013, further stamp duty, if any payable shall be paid in accordance with applicable laws of the state. h. Apropos the observations made in paragraph IV(h) of the Report of the Regional Director is concerned, the Petitioner companies clarifies that since Transferor company does not hold any Equity share in Transferee company, hence the clause relating to reduction of share capital of Transferee company shall not apply. i. Apropos the observations made in paragraph IV(i) of the Report of the Regional Director is concerned, the Transferee company undertakes that the difference being the excess of the value of the assets over liabilities of the Transferor Company and the Transferee Company will be adjusted against Capital Reserve of the transferee company, if any and reserve so created shall be treated as Capital reserve arising out of amalgamation and it shall not be available for distribution of dividend and other similar purposes. j. Apropos the observations made in paragraph IV(j) of the Report of the Regional Director is concerned, the Petitioner companies ..... X X X X Extracts X X X X X X X X Extracts X X X X
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