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TMI Blog2017 (9) TMI 2012X X X X Extracts X X X X X X X X Extracts X X X X ..... he Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013 to the Scheme of Amalgamation of Rustomjee Constructions Private Limited and Yazarina Estates & Investments Private Limited with Keystone Realtors Private Limited and their respective Shareholders. 3. Learned counsel for the Petitioners states that the First Transferor Company and Second Transferor Company are primarily engaged in the business of real estate development. Upon the sanction of the Scheme of Amalgamation, the business of the First transferor Company and Second Transferor Company will be merged in the Transferee Company. 4. Learned counsel for the Petitioners further states that the scheme envisages the amalgamation of the First Transferor Company and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 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 (IND AS-8) etc. b) Regarding Clause 10 of the Scheme it is submitted that the surplus if any arising out of the scheme shall be credited to Capital Reserve and deficit if any arising out of the same shall be debited to Goodwill Account and will not be adjusted against Profit & Loss Account of the Transferee Company. c) As per existing practice, the Petitioner Companies are required to serve Notice for Scheme of Amalgamation to the Income Tax Department for their comments. It appears that the company vide letter dated 4th May, 2017 ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 7. 9. As far as the observation of the Regional Director. Western Region, Mumbai, as stated in paragraph IV(a) of his report is concerned, the Transferee Company through its Counsel undertakes that in addition to accounting treatment given in the Scheme, the Transferee Company shall pass such accounting entries as may be necessary in connection with the Scheme to comply with any other accounting standards. 10. As far as the observation of the Regional Director. Western Region, Mumbai as stated in paragraph IV(b) of his report is concerned, the Counsel for Petitioners submits that the petitioners are adopting AS-14 (Pooling of Interests Method). In terms of Paragraph 16 of AS-14, the difference if any arising between the amount recorded as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... concerned the Counsel for the Petitioners has tendered copy of Solvency Certificate, therefore the objection of the Regional Director does not survive. 14. As far as the observation of the Regional Director as stated in paragraph IV(g) of his report is concerned, the Petitioners through their Counsel submit that the Real Estate (Regulation and Development) Act, 2016 (RERA) was notified on 1 May, 2017 and the compliance for registration under RERA was required to be done by 31 July, 2017. The only requirement under RERA was to register the projects undertaken by the Transferor Companies which has been complied with. Further, the Transferee Company undertakes to comply with all the regulations of RERA read with Maharashtra Rules and Regulati ..... X X X X Extracts X X X X X X X X Extracts X X X X
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