TMI Blog2021 (11) TMI 483X X X X Extracts X X X X X X X X Extracts X X X X ..... d without winding up - Application allowed. - C.P. (CAA)/92/MB-II/2021 and C.A. (CAA) No. 1068/MB-II/2020 - - - Dated:- 1-11-2021 - Ashok Kumar Borah, Member (J) And Shyam Babu Gautam, Member (T) For the Appellant : Ahmed M. Chunawala, Advocate i/b Rajesh Shah Co. JUDGMENT Per : Shyam Babu Gautam, Member ( Technical ) 1. The hearing of the Bench conducted through videoconference. 2. Heard the Learned Counsel for the Petitioner Companies. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petitions to the said Scheme. 3. The sanction of the Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Scheme of Amalgamation of the Petitioner Companies would, inter alia, all the Companies are under the same management. The management is of the opinion that the merger will lead to synergies of operations and more particularly the following benefits: a. Both the Companies are under same business activities and it would be advantageous to combine the activities and operations in a single Company. The amalgamation would provide synergistic linkages besides costs cutting by combining the total business functions and the related activities and operations and thus contribute to the profitability of the amalgamated Company. Also, the amalgamation shall enable effective management and unified control of operations. This would enable streamli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... andards such as AS-5 as applicable. IV(b) 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 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). So far as the observation in paragraph IV (b) of the Report of the Regional Director is concerned, the Petitioner Companies through their Counsel hereby confirm that notices have been served to the concerned authorities which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... So far as the observation in paragraph IV (d) of the Report of the Regional Director is concerned, the Petitioner Companies through their Counsel submits that the Appointed Date is 1 st April, 2020. The Counsel further submits that the Petitioner will comply with the requirements as to Appointed Date and clarified vide circular no. F. No.7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry. IV (e) Petitioner Company have to undertake to comply with section 232(3)(i) of Companies Act, 2013, where the transferor company is dissolved, 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d to Capital Reserve Account against out of amalgamation and deficits shall be debited to Goodwill Account and further Petitioner Companies undertakes that reserve shall not be available for Distribution of Dividend. IV (g) RoC Mumbai Report dated 02.08.2021 has inter alia mentioned that there are no prosecution, no technical scrutiny, no inquiry, no inspection and no complaints pending against Petitioner Companies. Further mentioned that:- 1. Interest of the Creditors shall be protected. So far as the observation in paragraph IV (g) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies submits that the interest of Creditor will ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... egistrar of Companies, electronically along with E-Form INC-28, in addition to physical copy within 30 days from the date of receipt of the Order from the Registry. 16. The Petitioner Companies to lodge a copy of this Order and the Scheme duly authenticated by the Deputy Registrar or Assistant Registrar, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable within 60 days from the date of receipt of the Order, if any. 17. All authorities concerned to act on a copy of this Order along with Scheme duly authenticated by the Deputy Registrar or Assistant Registrar, National Company Law Tribunal, Mumbai. 18. The Appointed Date is 1st April, 2020. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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