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Judgment
Sr.
No.
Para
(IV)","RD Report / Observations dated 2nd
December, 2020",Response of the Petitioner Companies.
(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 AS8) etc.","So far as the observation in paragraph IV
(a) of the Report of the Regional Director
is concerned, the Learned Counsel for the
Petitioner Companies submits that in
addition to Compliance of AS-14, 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 etc.
(b),"As per Part â€"A-Definition Clause
3(3.7, 3.8 & 3.10) of the Scheme.
“The Appointed Date†means the
1st April, 2019 or such other date
as the National Company Law
Tribunal (Tribunal) of Judicature at
Mumbai or other competent authority
may otherwise direct/fix. “The
Effective Date†means the date on
which certified copies of the Order(s)
of the National Company Law
Tribunal at Mumbai vesting the
assets, properties, liabilities, rights,
duties, obligations and the like of all
the Transferor Companies in the
Transferee Company are filed with
the Registrar of Companies,
Maharashtra, after obtaining the
necessary consents, approval,
permissions, resolutions, agreements,
sanctions and orders in this regard.
Record Date"" means the date to be
fixed by the Board of the Directors
of Remi Finance and Investment
Private Limited, for the purposes of
issue and allotment of shares of Remi
Finance and Investment Private
Limited as may be applicable and
relevant in accordance with this
Scheme of Amalgamation.
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 at 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 Petitioner may be asked
to comply with the requirements and
clarified vide circular no. F.
No.7/12/2019/CL-1 dated
21.08.2019 issued by the Ministry of
Corporate Affairs.","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 Appointed Date is 1st
April, 2019 from which it shall be
effective and the scheme shall be deemed
to be effective from such date and not at
a date subsequent to the appointed date.
(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.","So far as the observation in paragraph IV
(c) of the Report of Regional Director is
concerned, the Petitioner Companies
undertake that this Scheme is approved by
the requisite majority of members and
creditors as per the directions issued in
terms of the NCLT order dated 28th
February, 2020.
(d),"Hon'ble NCLT may kindly direct the
petitioners to file an affidavit to the
extent that the Scheme enclosed to
Company Application & Company
Petition, are made 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.","So far as the observation in paragraph IV
(d) of the Report of the Regional Director
is concerned, the Learned Counsel for the
Petitioner Companies submits that the
Petitioner undertakes that Scheme
enclosed to the Company Application and
the scheme enclosed to the Company
Petition are one & same there is no
discrepancy or
deviation.
(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 and to obtain NOC
from the concerned regulator like
RBI since the Company appears to be
finance Company. 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).","So far as the observation in paragraph IV
(e) of the Report of the Regional Director
is concerned, the Learned Counsel for the
Petitioner Companies submits that the
scheme by this Hon’ble Tribunal may
not deter any authorities to deal with any
of the issues arising after giving effect to
the scheme and that the decision of
authorities is binding on the Petitioner
Company (s). The Petitioner Companies
further state that RBI approval is not
required as Companies are not NBFC
Company.
(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 authorised
capital shall be set-off against any
fees payable by the transferee
company on its authorised capital
subsequent to the amalgamation and
therefore, petitioners to affirm that
they comply the provisions of
the section.","So far as the observation in paragraph IV
(f) of the Report of the Regional Director
is concerned, the Learned Counsel for the
Petitioner Companies submits that the
setting off of fees paid by the Transferor
Company on its Authorized Share Capital
shall be accordance with provisions of
section 232(3)(i) of the Companies Act,
2013.
(g),"As regards Part -B Clause 14(14.1
to 14.3) of Scheme (Combination of
Authorized Share Capital); upon the
sanction of the Scheme, the
authorized share capital of
Transferee Company Shall
automatically stand increased
without any further act, instrument or
deed on the Transferee Company. In
this regard it is submitted that
Hon'ble Tribunal may kindly direct
the petitioner to comply with
provisions of Section 13, Section 14
& Section 61 of the Companies Act,
2013 or any other
applicable provision of the Act,","So far as the observation in paragraph
IV (g) of the Report of the Regional
Director is concerned, the Learned
Counsel for the Petitioner Companies
submits that the Petitioner the petitioner in
the authorized share capital of Transferee
Company Shall automatically stand
increased without any further act,
instrument or deed on the Transferee
Company and that the Petitioner
Company will to comply with provisions of
Section 13, Section
14 & Section 61 of the Companies Act,
2013 or any other applicable provision of
the Act for increase.
(h),"The Scheme at Para 13 (13.3) to
provides that excess of assets over
liabilities of all the Transferor
Companies shall be transferred to
Capital Reserved Account. In this
regards it is submitted that such
excess to be treated as reserve
arising out of Amalgamation and
hence be not available for
distribution of dividend and other
related purpose.","So far 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
Petitioner Company undertakes that the
excess of assets over liabilities of all the
Transferor Companies and that such
excess to be treated as reserve arising out
of Amalgamation.
(i) The Scheme, with the Appointed Date fixed as 1st April, 2019 placed at pages 266 to 291 (Exhibit â€" K) of the Company Petition, is hereby",,
sanctioned. It shall be binding on the Petitioner Companies involved in the Scheme and all concerned including their respective Shareholders.,,
(ii) The Transferor Companies shall 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. Petitioner Companies are directed to,,
file a copy of this Order along with a copy of the Scheme of Amalgamation with the Registrar of Companies concerned, electronically along with E-",,
Form INC-28 within 30 days from the date of receipt of the Order from the Registry.,,
(iv) The Petitioner Companies shall lodge a copy of this Order and the Scheme duly authenticated by the Deputy Registrar of this Tribunal, within 60",,
days from the date of receipt of the Order, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any,",,
payable.,,
(v) The Petitioner Companies shall comply with all the undertakings given by them.,,
(vi) The Petitioner Companies shall, within 15 days of receipt of this order, issue newspaper publications with respect to approval of the Scheme, in",,
the same newspapers in which previous publications were issued.,,
(vii) The Petitioner Companies shall take all consequential and statutory steps required under the provisions of the Act in pursuance of the Scheme.,,
(viii) All concerned shall act on a copy of this Order along with the Scheme duly authenticated by the Registrar of this Tribunal.,,
(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. Ahmed Chunawala, Counsel for the Petitioner, Ms. Rupa Sutar, Deputy Director from the Office of the",,
Regional Director (WR), MCA, Mumbai and Mr. V.P. Katkar, Official Liquidator of the Hon’ble Bombay High Court. Petition allowed vide",,
separate orders.,,