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 effective” or “effectiveness of the Scheme” or “upon coming into effect of this Scheme” shall mean the “Effective Date”.

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 — Clause — 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 (“Marico” or “Transferee Company”) 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."