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TMI Blog2021 (11) TMI 235X X X X Extracts X X X X X X X X Extracts X X X X ..... #39;Third Transferor Company') and Silvassa Polyplast (India) Private Limited ('Fourth Transferor Company') with Tufropes Private Limited ('Transferee Company') and their respective shareholders (the Scheme). 4. The Learned Counsel for the Petitioner Companies submits that First Petitioner Company is engaged in the business of Agency commission business along with Investment and Rent income. The Second Petitioner Company is engaged in the business of Depot Management Service along with Investment income. The Third Petitioner Company is engaged in the business of Agency commission business along with Rent Income. The Fourth Petitioner Company is engaged in the business of manufacturing of reprocessed plastic products and other allied products along with Investment Income. The Fifth Petitioner Company is engaged in the business of manufacturing and sale of ropes, nets, twines, rope articles, fabrics. 5. The Learned Counsel for the Petitioner Companies submits that the proposed amalgamation will be beneficial to the Petitioner Companies, their respective shareholders and creditors, employees and other stakeholders and they will have following benefits: - Consol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... appointed date. However, this aspect may be decided by the Hon'ble Tribunal taking into account its inherent powers. Further, the Petitioners may be asked to comply with the requirements and clarified vide circular no. F. No. 7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry of Corporate Affairs. c. The Hon'ble Tribunal may kindly seek the undertaking that this Scheme is approved by the requisite majority of members and creditors as per Section 230(6) of the Act in meetings duly held in terms of Section 230(1) read with sub-section (3) to (5) of Section 230 of the Act and the Minutes thereof are duly placed before the Tribunal. d. Hon'ble NCLT may kindly direct the petitioners to file an affidavit to the extent that the Scheme enclosed to Company Application & Company Petition, are one and same and there are no discrepancy/any change/changes are made, for changes if any, liberty be given to Central Government to file further report if any required. e. The Petitioners under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Amalgamation. Further, the approval of the scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... IV (b) of the Report of Regional Director is concerned, the First Petitioner Company, Second Petitioner Company, Third Petitioner Company, Fourth Petitioner Company and Fifth Petitioner Company state that Part -A Definitions Clause 1 (1.2 & 1.4) of the Scheme "Appointed Date" means "Appointed Date" means April 1, 2020 or such other date as may be approved by the National Company Law Tribunal at Mumbai Bench or any other competent authority for the purposes of amalgamation of Polyplast Agencies (India) Private Limited and Poly-Resin Agencies (India) Limited and Resin Distributors Limited and Silvassa Polyplast (India) Private Limited with Tufropes Private Limited. "Effective Date" or "coming into effect of this Scheme" or "upon the scheme becoming effective" or "effectiveness of the scheme" means the date on which the certified copies of the orders of National Company Law Tribunal having Judicature at Mumbai sanctioning this Scheme, is filed by Polyplast Agencies (India) Private Limited and Poly-Resin Agencies (India) Limited and Resin Distributors Limited and Silvassa Polyplast (India) Private Limited with Tufropes Private Limited with the Registrar of Companies at Mumbai, Maharas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cheme Petition are one and same. e. In so far as the observation in paragraph IV (e) of the Report of the Regional Director is concerned, the First Petitioner Company, Second Petitioner Company, Third Petitioner Company, Fourth Petitioner Company and Fifth Petitioner Company submit that the notices have been served to the concerned authorities as per the provisions of section 230(5) of the Companies Act, 2013. The First Petitioner Company, Second Petitioner Company, Third Petitioner Company, Fourth Petitioner Company and Fifth Petitioner Company have filed a Compliance Report on August 24, 2020 with this Tribunal regarding service of these notices. f. In so far as the observation made in paragraph IV (f) of the Report of Regional Director is concerned, the First Petitioner Company, Second Petitioner Company, Third Petitioner Company, Fourth Petitioner Company and Fifth Petitioner Company states that it would comply with the provisions set out in Section 232(3)(i) of the Companies Act, 2013 and that the fee, if any, paid by the First Petitioner Company, Second Petitioner Company, Third Petitioner Company and Fourth Petitioner Company on its authorized share capital shall be set ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny and that First Transferor Company, Second Transferor Company, Third Transferor Company and Fourth Transferor Company may be ordered to be dissolved without winding up by this Tribunal. 13. Since all the requisite statutory compliances have been fulfilled, CP (CAA) 1022/MB-II/2020 is made absolute in terms of the prayer clauses of the said Company Scheme Petition. 14. The Scheme is hereby sanctioned with the Appointed Date of 1 April 2020. 15. The Petitioner Companies are directed to file a copy of this Order along with a copy of the Scheme with the concerned Registrar of Companies, electronically along with e-form INC-28 within 30 days from the date of receipt of the certified copy of order by the Petitioner Companies. 16. The First Transferor Company, Second Transferor Company, Third Transferor Company and Fourth Transferor Company stand dissolved without the process of winding up. 17. The Transferee Company to lodge a copy of this Order along with the Scheme duly authenticated/certified by the Deputy Director or the Assistant Registrar, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty pa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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