TaxTMI 
TaxTMI 
2020 (9) TMI 380
X X X X Extracts X X X X
X X X X Extracts X X X X
....f RADHA RIDDHI ENTERPRISES PVT. LTD, the First Transferor Company and SHREE SAINATH AGRO FIELDS PVT. LTD, Second Transferor Company with SMG REALTIES PVT. LTD., the Transferee Company. 2. The Bench is convened by videoconference. 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 Petitioner Companies have approved the said Scheme of Amalgamation by passing the Board Resolutions dated 17th December, 2019 which are annexed to the respective Company Scheme Petitions. 4. The Learned Advocate appearing on behalf of the Petitioners states that the Petitions have been filed in cons....
X X X X Extracts X X X X
X X X X Extracts X X X X
....algamation will lead to improved earnings and cash flow of Amalgamated Company and also in effective management of the movable and immovable properties of the Amalgamated Company. f. Reflection of fair value of assets and liabilities of the Amalgamating Companies. g. Facilitating enhancement in value for all stakeholders. 7. The Regional Director has filed his Report dated 6th day of August, 2020 stating therein that save and except the observations as stated in paragraph IV (a) to (g) of the report, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph IV of the said Report, the Regional Director has stated that: a) In compliance of AS-14 (IND AS-I03), the Petitioner Company shall pas....
X X X X Extracts X X X X
X X X X Extracts X X X X
....y the transferee company on its authorised capital subsequent to the amalgamation and therefore, petitioners to affirm that they comply the provisions of the section. d) 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 subsection (3) to (5) of Section 230 of the Act and the Minutes thereof are duly placed before the Tribunal. e) The main objects in the Memorandum of Associating of the Transferee company contains the Real Estate activity. Hence, the petitioner company may be directed to comply/clarify the applicability of (RERA)Real Estate Regulation and Develo....
X X X X Extracts X X X X
X X X X Extracts X X X X
....uch date and not at a date subsequent to the appointed date. 10. So far as the observation in paragraph IV (c) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies submits that the setting off of fees paid by the Transferor Company on the Authorised Share Capital shall be accordance with proviso to section 232(3)(i) of the Companies Act, 2013. 11. So far as the observation in paragraph IV (d) of the Report of Regional Director is concerned, the Petitioner Companies undertake that this Scheme is approved by the requisite majority of members and creditors as per the directions issued in terms of the NCLT order dated 6th February, 2020. 12. So far as the observation in paragraph IV (e) of the....
X X X X Extracts X X X X
X X X X Extracts X X X X
....cted in a proper manner not prejudicial to the interest of the Shareholders of the Transferor Companies and that the Transferor Companies may be ordered to be dissolved by this Tribunal. 17. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. 18. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 944 of 2020 is made absolute in terms of clauses (a) to (c). Hence ordered. ORDER The Petition is allowed subject to the following. i. The Scheme, with the Appointed Date fixed as 1st October, 2019 of the CP (CAA) No. 944/MB/2020 is hereby sanctioned. It shall be binding on the Petitioner and t....