AI Drafter 
TaxTMI 
TaxTMI 
2020 (9) TMI 655
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....commerce India Private Limited ('The Non Petitioner Company'/'The Transferor Company 2') with Tech Mahindra Limited ('The Petitioner Company 2'/'The Transferee Company') and their respective shareholders (hereinafter referred to as 'Scheme'). 3. The Transferor Company 1 is currently engaged in "Saral Rozgar" business which is a direct to customer service, intended towards creating a job market for blue collared "job seekers" and "Education Lanes" which is a virtual interactive learning through internet and cloud-based education and training service, for Corporate/Working professionals & students. 4. The Transferor Company 2 is engaged in the business of running a Research and Development house providing Software designing, development, customization, implementation, maintenance, outsourcing, testing and benchmarking, and dealing in computer software and solutions. 5. The Transferee Company is currently engaged in the business of offering a full range of IT services and industry specific solutions to help clients to take advantage of opportunities which includes convergence, digital, design experiences, innovation platform, telecom services, consulting, application outsourc....
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....tion C.P.(CAA)/3217/MB/2019 of the Petitioner Companies has been filed in consonance with the order passed in abovementioned Company Scheme Application. 10. The Counsel appearing on behalf of the Petitioner Companies further states that the Petitioner Companies have complied with all the directions passed in Company Scheme Petition C.P.(CAA) 3217/MB/2019, by the National Company Law Tribunal, Mumbai bench. 11. The Counsel appearing on behalf of the Petitioner Companies further submit that the Petitioner Companies have complied with all requirements as per directions of the Tribunal and they have filed necessary affidavits of compliance in the Tribunal. Moreover, the Petitioner Companies through their Counsel undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 / 2013 and the Rules made there under whichever is applicable. The said undertakings given by the Petitioner Companies are accepted. 12. The Counsel for the Petitioner Companies states that the registered office of Dynacommerce India Private Limited, the Transferor Company 2 is situated in the State of Karnataka and the Transferor Company 2 had filed a Company Sch....
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.... affidavit in reply/rejoinder dated 20th December 2019 and have clarified that:- 15. In so far as observations made in paragraph IV (a) of the Report of Regional Director is concerned, the Transferee Company submits that the Transferee Company shall pass such accounting entries as may be necessary in connection with the Scheme of Merger to comply with in compliance with AS-14(IND AS-103) and any other applicable accounting standards including AS-5(IND AS-8) to the extent applicable. 16. In so far as observations made in paragraph 1V (b) of the Report of Regional Director is concerned, the Petitioner Companies submits that the appointed date shall be 1st April, 2019 for Transferor Company 1 and 1st June, 2019 for the Transferor Company 2. In this regard, the Petitioner Companies confirm and undertake that upon the Hon'ble National Company Law Tribunal, Mumbai Bench and Hon'ble National Company Law Tribunal, Bengaluru Bench approving the Scheme, the Scheme shall take effect from the Appointed Dates mentioned above in terms of provisions of Section 232(6) of the Companies Act, 2013. Further, the Petitioner Companies through their advocate undertakes that they would comply with t....
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.... 15 to 19 above. 21. Further, in this relation, the Regional Director has filed a supplementary report dated 28th January,2020, stating that the reply of Petitioner Companies appears to be satisfactory and further with respect to IV (d) of the Regional Director in its supplementary report has stated that at present after issuing ESOP/buy back and reduction of share capital the paid up capital shown in the MCA Data is the same as on the date. The clarifications and undertakings given by the Petitioner Companies are at this moment accepted along with the supplementary report of the Regional Director. 22. The Official Liquidator has filed his report dated 30th December,2019 to NCLT, inter alia, stating therein that, the affairs of the Transferor Company 1 have not been conducted in the manner prejudicial to the interest of the members or the public and the Transferor Company 1 may be ordered to be dissolved without winding up by this Hon'ble Tribunal. 23. 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. None of the parties concerned have come forwarded to oppose the Sc....