TaxTMI 
TaxTMI 
2019 (3) TMI 1832
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.... Scheme) between ETG AGRO PRIVATE LIMITED, the Transferor Company with ETC AGRO PROCESSING (INDIA) PRIVATE LIMITED, the Transferee Company. 2. The Transferor Company and the Transferee Company have approved the said Scheme by passing the Board Resolutions on 8th August, 2018 respectively and thereafter they have approached the Tribunal for sanction of the Scheme. 3. The Transferor Companies is presently engaged in the business of trading of agricultural commodities, pulses processing, milling and warehousing and the Transferee Company is presently engaged in the business trading of agricultural commodities, pulses processing, milling and warehousing. 4. The Learned Counsel for the Petitioner states that the Company Scheme Applicati....
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....ling the petition was Rs. 50,00,000/- comprising of 5,00,000 Equity Shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Share Capital of the Transferor Company as on the date of filing the petition was Rs. 45,08,830/- comprising of 4,50,883 Equity Shares of Rs. 10/-each. 7. The Authorised Share Capital of the Petitioner No. 2 as on the date of filing the petition was Rs. 2,00,00,000/- comprising of 20,00,000 Equity Shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Share Capital of the Petitioner Company No. 2 as on the date of filing the petition was Rs. 1,79,20,870/- comprising of 17,92,087 Equity Shares of Rs. 10/- each. 8. The averments made in the Petition and the submissions made by the Learned Advocate fo....
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....oners to file an undertaking to the extent that the Scheme enclosed to the Company Application and the scheme enclosed to the Company Petition are one & same and there is no discrepancy or deviation. d) Petitioner companies have not submitted a Chairman's Report, admitted copy of the Petition, and Minutes of Order for the admission of the petition. In this regard, the Petition has to undertake to submit the same for the record of Regional Director. e) As per Clause 3.2 of the Definition of the Scheme Appointed Date means the 1st day of April, 2018 or such other date as may be approved by the NCLT or such other competent authority as may be applicable. In this regard, it is submitted that Section 232(6) of the Companies....
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....ed regulatory authorities in accordance with the provisions of section 230(5) of the Companies Act, 2013. d. So far as the observation in paragraph IV (b) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies submits that the Transferee Company undertakes that in addition to compliance of AS-14 (corresponding IND AS-103) for accounting treatment, the Transferee Company shall pass such accounting entries as may be necessary in connection with the Scheme to comply with other applicable accounting standards such as AS-5 (corresponding IND AS-8) as applicable e. So far as the observation in paragraph IV (c) of the Report of the Regional Director is concerned, the Learned Counsel ....
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....ar as the observation in paragraph IV (h) of the Report of the Regional Director is concerned, the Learned Counsel for the Petitioner Companies submits that the Para 10.6, 10.7 and 10.8 of the Scheme shall be deleted from the scheme. 9. The Counsel for the Petitioner Companies submit that the Scheme was approved by the Board of Directors of the respective companies and appropriate resolutions were passed on 8th August, 2018 and thereafter they have approached the Tribunal for sanction of the Scheme. The National Company Law Tribunal had ordered the meeting of the Equity Shareholders of the Petitioner Companies on 16th November, 2018. There are currently 2 (two) shareholders of the Petitioner Company No. 1 and they have approved the Schem....
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....eror Company, 61 equity shares in the Transferee Company of Rs. 10/-each credited as fully paid up" d. Transferor Company is to be dissolved without winding-up after Scheme becomes effective. e. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Deputy Director or Assistant Registrar, as the case may be, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of receipt of the order. f. Petitioner Companies are directed to file a certified copy of this order along with a copy of the Scheme with the concerned Registrar of companies, ele....