Contact us   Feedback   Annual Subscription   New User   Login      
Tax Management India .com
TMI - Tax Management India. Com
Extracts
Home List
← Previous Next →

2016 (11) TMI 125 - DELHI HIGH COURT

2016 (11) TMI 125 - DELHI HIGH COURT - TMI - Scheme of arrangement in the nature of Amalgamation - Considering the approval accorded by the equity shareholders and creditors of the petitioner companies to the proposed Scheme of Arrangement and the affidavits filed by the Regional Director, Northern Region and the Official Liquidator having not raised any objection to the proposed Scheme of Arrangement, there appears to be no impediment to the grant of sanction to the Scheme of Arrangement. Conse .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

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 .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ificate 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 Companies Act, 1956 on 30th April, 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 13th M .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

5th May, 2010 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 18th February, 2014. 7. The transferee company was incorporated under the Companies Act, 1956 on 21st March, 1988 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 8. The present authorized sha .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

,000/- divided into 4,44,500 equity shares of ₹ 10/- each. 10. The present authorized share capital of the transferor company no.3 is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 11. The present authorized share capital of the transferor company no.4 is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

tion 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 affidavit .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

cement of overall business efficiency. It will enable these companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth of their businesses. 15. So far as the share exchange ratio 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 companies in the following ratio:- 1 equity share of  .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ity share of ₹ 100/- each of the transferee company, credited as fully paid up, for every 40 equity shares of ₹ 10/- held in the transferor company no. 4. 16. It has been submitted by the petitioners that no proceedings under Sections 235 to 251 of the Companies Act, 1956 or under the corresponding provisions of the Companies Act, 2013 are pending against the petitioner companies. 17. The Board of Directors of the transferor and transferee companies in their separate meetings held on .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

red for sanction of the Scheme of Arrangement. Vide order dated 1st February, 2016 this court allowed the application and dispensed with 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 .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

garding 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 Official Liquidator sought information from the petitioner companies. Based on the information received, the Official Liquidator has filed a report dated 20th July, 2016 wh .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

tor, Northern Region, Ministry of Corporate Affairs has filed his report dated 29th July, 2016 stating that he had no objection to the proposed Scheme of Arrangement subject to filing of due balance sheets by the petitioner companies and compliance of relevant NBFC Rules and Circulars issued by the Reserve Bank of India. The Regional Director in para 10 of his report has stated that the transferor companies no. 2, 3 & 4 have not filed their balance sheets at 31.03.2014 and the transferee com .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

FCs in terms of Section 45-IA of the RBI Act. He has further submitted as per the Non-Banking Financial Companies (Approval of Acquisition of Transfer and Control) Directions, 2015 issued by RBI, these NBFCs are required to obtain prior written permission of RBI for any Scheme of acquisition/transfer of control. 22. In response to the aforesaid observation, the petitioner companies in the affidavit dated 30th July, 2016 of Mr. Subhash Gupta, Director of the transferee company, have submitted tha .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

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 comp .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ts, certifying that transferor companies no. 2, 3 & 4 are not a NBFC as defined in the RBI Act, 1934 and the companies are not required to obtain RBI registration or NOC for the aforesaid Scheme of Arrangement. In view of the aforesaid, the observations made by the Regional Director stand satisfied. 23. No objection has been received to the Scheme of Arrangement from any other party. The petitioner companies, in the affidavit dated 16th July, 2016 of Mr. Subhash Gupta, Director of the transf .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

 

 

 

 

 



|| Home || Acts and Rules || Notifications || Circulars || Schedules || Tariff || Forms || Case Laws || Manuals ||

|| About us || Contact us || Disclaimer || Terms of Use || Privacy Policy || TMI Database || Members || Site Map ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.

Go to Mobile Version