TMI Blog2016 (11) TMI 125X X X X Extracts X X X X X X X X Extracts X X X X ..... ections 100 to 104 of the Companies Act, 1956 by the petitioner companies seeking sanction of the Scheme of Arrangement between Sugam Exim Private Limited (hereinafter referred to as the transferor company no. 1); Unicraft Merchandise Private Limited (hereinafter referred to as the transferor company no. 2); Crazy Merchandise Private Limited (hereinafter referred to as the transferor company no. 3) and Careful Merchants Private Limited (hereinafter referred to as the transferor company no. 4) and Atlas Constructions Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court. 3. The transferor company no. 1 was originally incorporated under the Companies Act, 1956 on 26th February, 2008 with the Registrar of Companies, West Bengal at Kolkata. Thereafter, the company shifted its registered office from the State of West Bengal to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi Haryana at New Delhi on 7th March, 2014. 4. The transferor company no. 2 was originally incorporated under the C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 12. The present authorized share capital of the transferee company is ₹ 7,00,00,000/- divided into 7,00,000 equity shares of ₹ 100/- each. The issued, subscribed and paid-up share capital of the company is ₹ 5,03,47,000/- divided into 5,03,470 equity shares of ₹ 100/- each. 13. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record with the joint application, being CA(M) 16/2016, earlier filed by the petitioners. The audited balance sheets, as on 31st March, 2015, of the transferor and transferee companies, along with the report of the auditors, had also been filed. 14. 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 affidavits. It is submitted by the petitioners that the transferor and transferee companies are closely held group companies and the proposed amalgamation would result in business synergy, pooling of their resources and consolidation of these companies. It is claimed that the propo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the requirement of convening and holding the meetings of the equity shareholders and unsecured creditors of the transferor companies and equity shareholders, secured and unsecured creditors of the transferee company, there being no secured creditor of the transferor companies, to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement. 19. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of Arrangement. Vide order dated 22nd February, 2016, 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 Jansatta (Hindi) Delhi editions. Affidavit of service has been filed by the petitioners showing compliance regarding service on the Official Liquidator and the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers on 26th March, 2016. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 20. Pursuant to the notices issued, the O ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith the ROC as these forms are not available for filing on the MCA Portal after the implementation of the Companies Act, 2013. It has been further submitted that as per the information available on the website of MCA, these forms will be available for filing after mid August, 2016. The transferor companies no. 2, 3 4 have undertaken to file the said forms with additional filing fee as soon as these forms are available for filing in the month of August, 2016, before the effective date of the Scheme. The undertaking is accepted by this Court. With regard to the second observation, it has been submitted that the transferor companies no. 2, 3 4 are engaged in construction business, sale of building material and other related activities. These companies have also made investments in group companies and provided loan and advances to group companies. However, more than 50% of their gross income/turnover is from the activities relating to construction business and sale of building material etc. Hence, none of these companies satisfies the dual criteria of principal business of a NBFC as provided in the circular issued by the RBI. The petitioner companies have also placed on record the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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