9911796707
TMI Blog2023 (2) TMI 381X X X X Extracts X X X X X X X X Extracts X X X X ..... of Section 421 of the Companies Act, 2013 against the order dated 16th September, 2021 passed by the National Company Law Tribunal, Mumbai Bench-III, Mumbai in Company Application No.125 of 2021 in C.P. (CAA)/1050/MB/2020, C.P. (CAA)/1051/MB/2020 and C.P. (CAA)/1053/MB/2020 in C.A. (CAA)-1003/230-232/MB/2020 whereby the National Company Law Tribunal (in short 'NCLT') rejected the prayer of the Appellant. Brief Facts : Appellant's Submissions : 2. The Learned Counsel for the Appellant submitted that aggrieved by the aforesaid order, the Appellant preferred the present Appeal and narrated the brief facts. 3. It is submitted that the Transferor Companies viz. Sanofi - Synthelabo (India) Pvt. Ltd. as First Transferor Company and Sanofi P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company. Any references in this Scheme to the date of "coming into effect of this Scheme" or "effectiveness of this Scheme" or "Scheme taking effect" shall mean the Effective Date; Further, the Petitioners may be asked to comply with the requirements and clarified vide circular no. F. No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs." 5. It is submitted that the Board of Directors of the Company have passed resolution in their meeting with a specific appointed date i.e. 01.04.2019 and even the Regional Director in its report also confirmed at sub-para (b) of Clause IV regarding the appointed date for the purpose of the scheme means 01.04.2019. However, the Learned NCLT while sanctioning the scheme at para ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n this scheme to the date of "coming into effect of this scheme" or "effectiveness of this scheme" or "Scheme Taking Effect" shall mean the effective date. 8. From the Definitions, the appointed date is specifically mentioned as 01.04.2019 therefore, while sanctioning the scheme the effective date cannot be taken into consideration and there is no reason to take into consideration the effective date for the purpose of sanctioning the scheme. The NCLT clearly erred in fixing the appointed date as the effective date as defined in the scheme is contrary to the sanctioning of the scheme by the shareholders. It is apt to note that pursuant to the directions of the NCLT, the Transferor Companies and Transferee Company have convened the meeting o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l wisdom of the shareholders of the Company...." "16.... With the aforesaid reasons, we of the considered view that the exercising jurisdiction by NCLT Mumbai to modify the Appointed date from 07.10.2017 to 01.04.2018 in the facts of this case was unwarranted. Thus, the impugned order so far as the modification of Appointed Date is concerned is set aside and the Appointed Date as per scheme is fixed 07.10.2017, which is approved by the shareholder of the Appellant Company..." Whereby this Tribunal categorically held that the appointed date as per scheme which was approved by the Shareholders of the Appellant Company is to be taken into consideration. 11. In the present case, it is categorically held that the scheme was approved by the S ..... X X X X Extracts X X X X X X X X Extracts X X X X
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