TaxTMI 
TaxTMI 
2020 (9) TMI 705
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....Tribunal to oppose the Scheme or to contravene averments made in the Petition. 2. The sanction of this Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013, to a Scheme of Merger by Absorption of Lombards Private Limited (Transferor Company) with Alco Company Private Limited (Transferee Company) and their respective shareholders (hereinafter referred to as "Scheme"). 3. The Counsel for the Petitioner Companies submits that the Board of Directors of the First Petitioner Company and Second Petitioner Company in their respective meeting approved the said Scheme of Merger by Absorption by passing the Board Resolution dated 18th Day of January, 2019 respectively which are annexed to the Joint Company Scheme Petition. ....
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....y was directed to ensure that the Financial Assets of the First Petitioner Company i.e. Lombards Private Limited are liquidated within eight months from the grant of Certificate of Registration and the present merger will result in compliance of the said condition. 8. The Counsel for the Petitioners further submits that rationale for Scheme is as under: i. As both the Transferor and Transferee Companies are majorly governed by same set of Board of directors and shareholders, the merger shall be in the interest of the group; ii. The merger of the Transferor Company with the Transferee Company will remove inefficiencies and combine similar business interest into one corporate entity, resulting in operational synergies, si....
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....f the Order of the National Company Law Tribunal, at Mumbai sanctioning the Scheme are filed with the Registrar of Companies, Maharashtra, Mumbai by the Transferor Company and the Transferee Company; 'Record Date' means the date fixed by the Board of Directors or committee/person thereof of the Transferee Company, before or on or after the Effective Date, for the purposes of determining the members of the Transferor Company to whom the equity shares will be allotted in accordance with Clause 7 of the Scheme. In this regard, it is submitted that Section 232(6) of the Companies Act, 2013 states that the scheme under this section shall clearly indicate an appointed date from which it shall be effective and the scheme shall be....
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....he order sanctioning the scheme shall be filed with RBI within 30 days from the date of the order. g) In view of the observation raised by the ROC Bombay, mentioned at para 14 above Hon'ble NCLT may pass appropriate orders/orders as deem fit; 11. In response to the observations made by the Regional Director, Western Region, Mumbai, the Petitioner Companies have filed an affidavit of rejoinder dated 17th day of January, 2020 clarifying as under: a. In so far as the observation made in IV(a) of the Report of Regional Director is concerned, the Transferee Company through their Counsel undertakes that it shall pass necessary accounting entries in connection with the Scheme as per AS -14 (IND AS-103) as well as comply with o....
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.... Mumbai Bench will not deter any authorities to deal with any of the issues arising after giving effect to the scheme and that such issues arising out of the Scheme will be met and answered in accordance with law. f. In so far as the observation made in paragraph IV(f) of the Report of Regional Director is concerned, the Petitioner Companies through their Counsel undertakes that they will file the copy of the order sanctioning the Scheme, with RBI within 30 days from the date of receipt of the order. g. In so far as the observation made in paragraph IV(g) of the Report of Regional Director is concerned, the Petitioner Companies through their Counsel undertakes that the interest of the Creditors will be protected. 12. In....