AI Drafter 
TaxTMI 
TaxTMI 
2020 (9) TMI 656
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....anies) and their respective shareholders. 2. Heard the Learned Counsel for the Petitioner Companies and the representative of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition. 3. Learned Counsel appearing on behalf of the Petitioner Companies submits that the name of the Second Petitioner Company has been changed from Neurofocus Systems & Services Private Limited to Nielsen Media India Private Limited and the company has received a fresh certificate of incorporation to that effect from the Ministry of Corporate Affairs dated 31st August, 2020. 4. Learned Counsel for the Petitioner Companies stated that the Company Petition has been filed in consonance with the order dated 24th June 2020 passed by the Tribunal in the Company Application bearing CA (CAA) No.1005/MB-I/2020. 5. Learned Counsel for the Petitioner Companies states that the Demerged Company is a marketing research company which is engaged in providing customized market research services including quantitative and qualitative consumer studies, print m....
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....save and except as stated in para IV (a) to (g) of the Report, the Scheme is not prejudicial to the interest of shareholders and public. In response to the observations made by the Regional Director, the Petitioner Companies have also given necessary undertakings and clarification as indicated below. Para No. RD Report / Observation 24th August, 2020 Response of the Petitioner Companies a) In addition to compliance of AS-14 (IND AS-103) the Petitioner Companies shall pass such accounting entries which are necessary in connection with the Scheme to comply with other applicable Accounting Standards such as AS-5 (Ind AS-8) etc; In so far as observations made in paragraph IV (a) of the Report of Regional Director is concerned, the Petitioner Companies through its Counsel undertakes to pass such accounting entries which are necessary in connection with the Scheme to comply with the applicable Accounting Standards including AS-14 (IND AS 103) and AS-5 (Ind AS-8). b) As per Part - A Definitions Clause 1 (1.3 & 1.8) of the Scheme. "Appointed Date" means 1st day April 2020, or such other date as may be fixed or approved by the National Company Law Tribunal for the pu....
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....financial year 2018-19 with the RoC on 31st August 2020 by filing e-Form AOC-4 and e-Form MGT-7 vide SRN R52197985 and R52194297 respectively on the MCA portal. The Tribunal may kindly take the same on record. 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 sub section (3) to (5) of Section 230 of the Act and the Minutes thereof are duly placed before the Tribunal In so far as observations made in paragraph IV (d) of the Report of Regional Director is concerned, the Petitioner Companies through its Counsel submits that pursuant to an Order dated 24th June, 2020 passed by this Tribunal in CA (CAA) No. 1005/MB-I/2020, the requirement to convene meeting of the equity shareholders of the Petitioner Companies was dispensed with in view of consent affidavit provided by all the equity shareholders of the Petitioner Companies and accordingly the requirement of taking approval of shareholders by a meeting is not applicable. Further, pursuant to the directions contained in the said order, the meeting of th....
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....itioner Companies through its Counsel submits that the price at which the shares to be issued by the Resulting Company to the non-resident shareholders of the Demerged Company shall be in accordance with the applicable FEMA regulations/ guidelines. 11. The Observations made by the Regional Director have been explained and the clarifications and undertakings given by the Petitioner Companies have been explained as above. The clarifications and undertakings given by the Petitioner Companies in response to the said Report are accepted by this Tribunal. 12. From the material on record, the Scheme appears to be fair and reasonable and does not violate of any provisions of law and is not contrary to public policy. 13. Since all the requisite statutory compliances have been fulfilled, the CP(CAA) No.965/MB-I/2020 is made absolute in terms of prayer made in the Company Scheme Petition. Hence ordered. ORDER The Petition be and the same is allowed subject to the following: i. The Scheme with an appointed date fixed as 1st April 2020, placed at Page Nos 162 to 180 of the CA (CAA) 1005/MB-I/2020 is hereby sanctioned. It shall be binding on the Petitioners Companies invo....