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2023 Supreme(Online)(NCLT) 1015

NATIONAL COMPANY LAW TRIBUNAL
ANIL RAJ CHELLAN, Member (Technical), KULDIP KUMAR KAREER, Member (Judicial)
Macrofil Investments Limited – Appellant
Versus
Nowrosjee Wadia & Sons Limited – Respondent


Advocates:
For the Appellants/Petitioners: Hemant Sethi, Rhea Parkash, Kshamaya Daniel, Devanshi Nanavati, Jay Zaveri

Table of Content
1. tribunal's authority to assess amalgamation (Para 1 , 2 , 5)
2. operative business details of companies (Para 3 , 4)
3. compliance with statutory requirements and shareholder approvals (Para 6 , 7 , 8)
4. regional director's report and undertakings (Para 9 , 10)
5. observations from official liquidator's report (Para 12 , 13 , 14)
6. fairness and legality of the scheme (Para 15 , 16)
7. transfer of assets and liabilities (Para 17)
8. sanction and implementation of scheme (Para 18 , 20 , 22 , 23 , 26)

ORDER

Per: Coram

1. Heard the Learned Counsel for the Petitioner Companies and the representative of the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai. No objector has come before this Tribunal to oppose the Scheme/Petition nor has any party controverted any averments made in the Petition.

2. The sanction of this Tribunal is sought under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘Act’) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (‘Rules’) to the Scheme of Amalgamation (by Merger by Absorption) of Macrofil Investments Limited (‘Transferor Company’) with Nowrosjee Wadia & Sons

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