2021 (7) TMI 707

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....ons have been filed in consonance with the Order passed in their Company Scheme Application No. CA (CAA)/1151/MB/2020/CP No. 1047/2020 of this Tribunal. 5. The Learned Counsel for the Petitioner Companies further states that, in pursuance of the directions contained in Order dated 7th September, 2020 passed by this Tribunal in CA No. 1046 of 2020 in CA (CAA) No. 3481/MB/2019, the Petitioner Companies held the Extra Ordinary General Meetings of their respective Equity Shareholders on 11th September, 2020 by Video Conferencing. To this effect, the Chairman appointed by the Tribunal for such meetings has also filed his report dated 16th September 2020 showing that the meetings were duly convened and the Scheme was approved unanimously by the shareholders of all eleven Petitioner Companies. 6. Learned Counsel appearing on behalf of the Petitioner Companies states that the Petitioner Companies have complied with all requirements as per directions of this Tribunal and they have filed necessary affidavits of compliance in this Tribunal. 7. Learned Counsel for the Petitioners states that the Transferor Companies are primarily engaged in the business of buyers, sellers, contractors....

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....al Director in paragraph IV of the Report has stated that:- a) In 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. b) As per Definition of the Scheme, "Appointed Date" means 1 April 2019 or such other date directed by or stipulated by the National Company Law Tribunal as may be applicable. "Effective Date" means the last of the dates on which the certified or authenticated copies of the order sanctioning this Scheme passed by the Mumbai bench of the National Company Law Tribunal is filed with the Registrar of Companies, Mumbai, Maharashtra by the Companies. Any references in this Scheme to the date of "coming into effect of this Scheme" or "the Scheme coming into effect" or "Scheme becoming effective" shall mean the Effective Date. Further, the Petitioners may be asked to comply with the requirements and clarified vide circular No. F. No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs. c) Petitioner Company have to un....

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.... regard the company proposes the accounting treatment of recording the assets at book value by pooling of interest method. It is submitted that the difference is to be credited to Capital Reserve Account arising out of Amalgamation and shortfall shall be debited to Goodwill account and not to the Profit and Loss Account. g) The company should ensure compliances of section 188 of Companies Act, 2013. h) ROC, Mumbai Report dated 27.11.2020 has inter alia mentioned that there is no prosecution, no technical scrutiny, no inquiry, no inspection, no complaint is pending. Further mentioned that:- 1. Interest of the creditors should be protected. The above observation may be considered and the matter may be decided on merit 11. In response to the Report filed by the Regional Director, the Transferee Company, by their letter dated 9th December 2020 have clarified as under: 12. So far as the observation in paragraph IV(a) of the Regional Director's Report is concerned, the Petitioner Companies undertake that, in addition to Compliance of AS-14 (Ind AS103), as applicable, the Petitioner Companies shall pass such accounting entries which are necess....

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....Petitioner Companies have not received any amount on the advance given by them. 16. So far as the observation in paragraph IV(e) of the Regional Director's Report is concerned, the Petitioner Companies submit that there are no inter-se balances of loans and advances between the Petitioner Companies. Of the 11 Petitioner Companies, 7 Petitioner Companies, i.e., Admire Estate Private Limited, Crystalstar Construction Private Limited, Hemadri Housing Private Limited Pratheet Developers Private Limited, Smriti Developers Private Limited, Swakrut Construction Private Limited and Optimum Housing Private Limited have provided loans and advances to a sister concern, Cristallo Realtors Private Limited ("Cristallo"), and other 4 Petitioner Companies, i.e., Bliss Housing Private Limited, Sanwad Estates Private Limited, Trustworthy Builders and Developers Private Limited, Unnathi Developers Private Limited have provided loans and advances to their sister concern, Crystalcity Mall Private Limited ("Crystalcity"). Accordingly, the loans and advances of the Petitioner Companies cannot be cancelled against each other. 17. So far as the observation in paragraph IV(f) of the Regional Direc....