Scheme of Merger Approved - Despite Objections from Regional Director

Medlife Wellness Retail Private Limited ("Petitioner Company 1/Transferor Company 1) and Metarain Distributors Private Limited ("Petitioner Company 2/Transferor Company 2) filed scheme of amalgamation with Threpsi Solutions Private Limited ("Non-Petitioner Company/ Transferee Company") before the Hon'ble National Company Law Tribunal (NCLT) Bengaluru (Bangalore) Bench.

- Surendra Rahalkar

Facts of the case: 

i. As per the Scheme, the "Appointed Date" means 22nd January 2021, or such other date as may be fixed by the NCLT for the purpose of this Scheme;

ii. For consideration part, the petitioner companies had obtained the Share Exchange Report; 

iii. The Regional Director and Registrar of Companies filed their common report with respect to observations to this scheme.

Observations of the Regional Director and Registrar of Companies:

i. The Appointed Date as per scheme is 22.01.2021. The significance of this odd, appointed date is to be mentioned by the Petitioner Companies. Further, Hon'ble Tribunal may be pleased to direct the petitioner Companies to change the appointed date from 22.01.2021 to 1.04.2021 or 1.04.2022 as the financial statements for the year ending 31.03.2021 may not be correct as they might be taking up to 21.01.2021, which is an odd date.

ii. Both the Transferor Co. 1 and Transferor Co. 2 are loss making companies and net worth of the companies have been eroded.