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TMI Blog2015 (5) TMI 324X X X X Extracts X X X X X X X X Extracts X X X X ..... ited (hereinafter referred to as the transferee company) and Goodland India Infracon Private Limited (hereinafter referred to as the resulting company). 2. The registered offices of the transferor company, the transferee company and the resulting company are situated at New Delhi, within the jurisdiction of this court. 3. The transferor company was incorporated under the Companies Act, 1956 on 28th November, 2007 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferee company was incorporated under the Companies Act, 1956 on 28th February, 2007 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The resulting company was incorporated under the Companies Act, 1956 on 24th March, 2014 w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the financial year. 10. A copy of the Scheme of Arrangement has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavit. It is submitted that the scheme, inter alia, provides for: (a) amalgamation of the transferor company with the transferee; (b) demerger of Plot measuring 4691 sq. yards in Khasra No. 1889 in Village Kantha, Distt. Baghpat, Delhi Saharanpur High at Village Kantha, Khekra Distt. Baghpat, U.P. i.e. the demerged undertaking of the transferee company into the resulting company; and (c) reduction of share capital of the transferee company, post merger and demerger. It is further submitted by the petitioners that the transferor, transferee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o is concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall issue and allot equity shares to the shareholders of the transferor company in the following ratio: "01 equity share of Rs. 10/- each of the transferee company, credited as fully paid up, for every 17.41 equity shares of Rs. 10/- each held by the shareholders in the transferor company." It is further provided that upon demerger of the demerged business of the transferee company into the resulting company, the resulting company shall issue and allot equity shares to the shareholders of the transferee/demerged company equivalent to the amount of Rs. 1,14,415.69/- which shall be rounded off to Rs. 1,14,420/- being difference i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nies have thereafter filed the present petition seeking sanction of the Scheme of Arrangement. Vide order dated 29th May, 2014, notice in the petition was directed to be issued to the Regional Director, Northern Region, and the Official Liquidator. Citations were also directed to be published in 'Business Standard' (English) and 'Veer Arjun' (Hindi) editions. The petitioners have filed the affidavit showing publication of citations in the aforesaid newspapers on 26th June, 2014. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 17. Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the information recei ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the shareholding pattern of the transferor company shows that its 69.50% shares are held by the Non Resident Indian. He, therefore, prays that the transferor company may be directed to give an undertaking for all compliances from Reserve Bank of India as required under FEMA for above transactions involving foreign banks/entities. In reply to the first observation, the petitioner companies in their reply have submitted that the compliance of Section 2(19AA) of the Income Tax Act, 1961 is necessary to enable the petitioners to avail the benefit of Income Tax Act. So far as the second observation of the Regional Director is concerned, the petitioners have submitted that as per RBI's circular for allotting shares to the NRI shareholders, in cas ..... X X X X Extracts X X X X X X X X Extracts X X X X
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