Marico Consumer Care Limited Vs

Sr.

No.

&

Para

No.","RD Report / Observation 31st August

2020",Response of Petitioner Companies

(a),"In addition to compliance of AS-14 (IND

AS-103) the Transferee Company 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 the observations made in paragraph IV(a)

of the Report of Regional Director is concerned, the

Transferee Company through its Counsel submits that

the Transferee Company shall pass such accounting

entries as may be necessary in connection with the

Scheme to comply with the accounting standard IND

AS 103 and any other applicable accounting standards

including IND AS 8 to the extent applicable.

(b),"As per Part - A Definitions Clause 1 (1.3

& 1.5) of the Scheme.

Appointed Date"" means April 1, 2020 or

such other date as may be agreed by the

Board of MCCL and Marico or as the

Hon’ble National Company Law

Tribunal, Mumbai Bench, may

decide/approve; ""Effective Date"" means

the last of the dates on which the certified

copy of the Order sanctioning this

Scheme as passed by the National

Company Law Tribunal, Mumbai Bench is

filed by MCCL and

Marico with the Registrar of Companies,

Mumbai. Any references in the Scheme to

“upon the Scheme becoming

effectiveâ€​ or “effectiveness of the

Schemeâ€​ or “upon coming into effect

of this Schemeâ€​ shall mean the

“Effective Dateâ€​.

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 deemed to be effective from such

date and not a date subsequent to the

appointed date. However, this aspect may

be decided by the Hon’ble Tribunal

taking into account its inherent

powers.

Further, the Petitioners may be asked to

comply with the requirements and

clarifications vide circular no. F. No.

7/12/2019/CL-I dated 21.08.2019

issued by the Ministry of

Corporate Affairs.","In so far as the observations made in paragraph IV(b)

of the Report of Regional Director is concerned, the

Petitioner Companies submit that the Appointed Date

i.e. 1st April, 2020 has been clearly indicated in the

Scheme in accordance with provision of Section 232(6)

of the Companies Act, 2013 and the scheme shall

become effective from the Appointed Date. The

Petitioner Companies further submit that they have

already complied with the requirements

and clarification of circular no. F.

No. 7/12/2019/CL-I dated 21.08.2019 issued by the

Ministry of Corporate Affairs by clearly specifying the

Appointed Date in the Scheme and hence the question

of undertaking for compliance to the requirements of

the said circular does not arise.

(c),"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

subsection (3) to (5) of Section 230

of the Act and the Minutes thereof are

duly placed before the Tribunal.","In so far as the observations made in paragraph IV(c)

of the Report of Regional Director is concerned, the

Petitioner Companies through their Counsel submit that

by the Order delivered on 29th July 2020 passed in

C.A. (CAA) 1033/MB-I/2020,

the requirement to convene

meeting of the Equity Shareholders and the Secured

and Unsecured Creditors of the Petitioner Companies

was dispensed with by

this Tribunal.

(d),"Hon’ble NCLT may kindly direct the

petitioners to file an undertaking to the

extent that the Scheme enclosed to

Company Application & Company

Petition, are one and same and there is

no discrepancy/ any change/ changes are

made, for changes if any, liberty be given

to Central Government to file further

report if any required.","In so far as the observations made in paragraph IV(d)

of the Report of Regional Director is concerned, the

Petitioner Companies through their Counsel submit that

the Scheme enclosed to the Company Application and

the Scheme enclosed to the Company Petition are one

& same and there is no discrepancy / change in the

Scheme.

(e),"The Petitioners under provisions of

section 230 (5) of the Companies Act,

2013 have to serve notices to concerned

authorities which are likely to be affected

by Amalgamation. Further, the approval

of the scheme by this Hon’ble

Tribunal may not deter such authorities to

deal with any of the issues arising after

giving effect to the scheme. The decision

of such Authorities is binding on the

Petitioner Company(s).","In so far as the observations made in paragraph IV(e)

of the Report of Regional Director is concerned, the

Petitioner Companies through their Counsel submit that

the Petitioners have served the notices under section

230(5) of the Companies Act, 2013 to:

i. Central Government through the office of Regional

Director, Western Region, Mumbai;

ii. Registrar of Companies, Mumbai;

iii. Concerned Income Tax authority;

iv. Official Liquidator (In case of the Transferor

Company);

v. Securities and Exchange Board

of India (In case of the Transferee Company)

vi. BSE Limited (In case of the Transferee Company);

vii. The National Stock Exchange of India Limited (In

case of the Transferee Company).

on 13th and 14th August 2020. Further, the Petitioner

Companies have also filed a compliance report with this

Tribunal submitting the proofs of serving the notices to

aforementioned regulatory authorities. Further, the

approval of the Scheme by this Tribunal may not deter

any such authorities to deal with any of the issues

arising after giving effect to the scheme and the

Petitioner Companies submit that any issues arising out

of the Scheme will be met and answered in accordance

with the law.

f),"Petitioner Company have to undertake to

comply with section 232(3)(i) of

Companies Act, 2013, where the

transferor company is dissolved, the fee,

if any, paid by the transferor company on

its authorized share capital shall be set-

off against any fees payable by the

transferee company on its authorized

capital subsequent to the amalgamation

and therefore, petitioners to affirm that

they comply the provisions of the section.","In so far as the observations made in paragraph IV(f)

of the Report of Regional Director is concerned, the

Petitioner Companies through their Counsel submit that

the Transferee Company will be eligible for set- off of

fees on the authorized share capital paid by the

Transferor Company and thus comply with the

provisions of Section 232(3)(i) of the Companies Act,

2013.

g),"As per Part-II â€" Clause â€" 8 (8.1 to

8.4) of the Scheme (Aggregation of

Authorized Share Capital). In this regard

it is submitted that the same is subject to

compliance with provisions of section 13,

& section 61 of the Companies Act, 2013

and other applicable provisions of the

Act.","In so far as the observations made in paragraph IV(g)

of the Report of Regional Director is concerned, the

Petitioner Companies through their Counsel submit that

the combination of authorized capital will be in

compliance with the provisions of Section 13 and

Section 61 of the Companies Act, 2013 and other

applicable provisions of the Act.

h),"As Marico Limited (“Maricoâ€​ or

“Transferee Companyâ€​) the equity

shares are listed on BSE & NSE, hence

the petitioner be directed to file an

undertaking to the extent it has complied

with the directions of issued vide letter

No. DCS/AMAL/AJ/R37/1060/2017-18

dated 08.03.2018 and NSE/LIST/14769

dated 12.03.2018, by BSE and NSE

respectively.","In so far as the observations made in paragraph IV(h)

of the Report of Regional Director is concerned, the

Transferee Company submits that as the Scheme

involves merger of a wholly owned subsidiary with the

Transferee Company, the provisions of SEBI Circular

No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 is

not applicable to the Scheme and accordingly no

approval is required from BSE and National Stock

Exchange of India Limited. The Transferee Company

has filed copies of the Scheme with BSE Limited and

the National Stock Exchange of India Limited.

concerned including their respective shareholders, secured creditors, unsecured creditors/trade creditors and employees.",,

ii. The Transferor Company be dissolved without being wound up.,,

iii. The Registrar of this Tribunal shall issue the certified copy of this Order along with the Scheme forthwith. The Petitioner Companies are directed,,

to file a certified copy of this Order along with a copy of the Scheme with the Registrar of Companies concerned, electronically in E-form INC-28",,

within 30 days from the date of receipt of the Order from the Registry.,,

iv. The Petitioner Companies to lodge a copy of this Order and Scheme duly authenticated by the Deputy /Assistant Registrar of this Tribunal, with",,

the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, if any, payable on the same, within 60 days from the date of",,

the receipt of the Order.,,

v. The Petitioner Companies shall comply with all the undertakings given by them.,,

vi. All authorities to act on a copy of this Order along with Scheme duly authenticated by the Deputy /Assistant Registrar of this Tribunal.,,

vii. The Petitioner Companies are directed to issue newspaper publications with respect to approval of the Scheme, in the same newspapers in which",,

previous publications were issued.,,

viii. The Petitioner Companies shall take all consequential and statutory steps required under the provisions of the Act in pursuance of the Scheme.,,

ix. Any person interested in the above matter shall be at liberty to apply to the Tribunal for any directions that may be necessary.,,

ORDER,,

The matter is taken up on VC. Heard Mr. Hemant Sethi, Counsel for the Petitioner and Ms. Rupa Sutar, Dy. Director from the office of the Regional",,

Director (WR), Mumbai on the Petition. The Company Petition is allowed, vide separate order.",,