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TMI Blog2017 (5) TMI 589X X X X Extracts X X X X X X X X Extracts X X X X ..... ransferor Company no.2"), Pinkcity Sales Private Limited (hereinafter referred to as "Transferor Company no.3"), River Properties Private Limited (hereinafter referred to as "Transferor Company no.4"), RSS Petro Chem Private Limited (hereinafter referred to as "Transferor Company no.5"), Shivam Plastocraft Private Limited (hereinafter referred to as "Transferor Company no.6") and True Value Propmart Private Limited (hereinafter referred to as "Transferee Company") under Sections 391(2) & 394 of the Companies Act, 1956 (hereafter referred to as 'the Act') for approval of the Scheme of Amalgamation between Transferor Companies Nos. 1 to 6 with the Transferee Company (hereinafter referred to as 'Scheme'). 2. The Transferor Companies and the Transferee Company have been hereinafter, jointly, referred to as 'Petitioner Companies'. 3. The registered offices of the Petitioner Companies are situated in the National Capital Territory of Delhi, and therefore, this Court has the necessary jurisdiction to adjudicate the present petition. 4. The details of the authorized share capital, issued, subscribed and paid up capital qua Petitioner Companies, have been set out in detail in the present ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... subscribed and paid-up share capital of the Transferor Company No.4 is Rs. 10,33,750/- (Rupees Ten Lacs Thirty Three Thousand Seven Hundred Fifty Only), divided into 1,03,375 shares of Rs. 10/- each, as on 31.03.2015. 15. The authorized share capital of the Transferor Company No.5 is Rs. 1,00,00,000/- (Rupees One Crore), divided into 10,00,000 shares of Rs. 10/- each, as on 31.03.2015. The issued, subscribed and paid-up share capital of the Transferor Company No.5 is Rs. 82,20,000/- ( Rupees Eighty Two Lacs Twenty Thousand Only), divided into 8,22,000 shares of Rs. 10/each, as on 31.03.2015. 16. The authorized share capital of the Transferor Company No.6 is Rs. 1,00,00,000/- (Rupees One Crore), divided into 10,00,000 shares of Rs. 10/- each, as on 31.03.2015. The issued, subscribed and paid-up share capital of the Transferor Company No.6 is Rs. 3,50,000/- (Rupees Three Lacs Fifty Thousand Only), divided into 35,000 shares of Rs. 10/- each, as on 31.03.2015. 17. The Transferee Company was originally incorporated under the Companies Act, 1956 on 28.03.2007 with the Registrar of Companies, NCT of Delhi and Haryana, New Delhi. 18. The authorized share capital of Transferee Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... every 5 (Five) Equity Shares of Rs. 10/- (Rupees Ten) each held in the Transferor Company No. 2DACHA DEVELOPERS PRIVATE LIMITED. * 4 (Four) Equity Shares of Rs. 10/- (Rupees Ten) each of Transferee Company for every 1 (One) Equity Shares of Rs. 10/- (Rupees Ten) each held in the Transferor Company No. 3 - PINKCITY SALES PRIVATE LIMITED. * 1 (One) Equity Shares of Rs. 10/- (Rupees Ten) each of Transferee Company for every 8 (Eight) Equity Shares of Rs. 10/- (Rupees Ten) each held in the Transferor Company No. 4 - RIVER PROPERTIES PRIVATE LIMITED. * 1 (One) Equity Shares of Rs. 10/- (Rupees Ten) each of Transferee Company for every 2 (Two) Equity Shares of Rs. 10/- (Rupees Ten) each held in the Transferor Company No. 5 - RSS PETROCHEM PRIVATE LIMITED. * 1 (One) Equity Shares of Rs. 10/- (Rupees Ten) each of Transferee Company for every 40 (Forty) Equity Shares of Rs. 10/- (Rupees Ten) each held in the Transferor Company No. 6 - SHIVAM PLASTOCRAFT PRIVATE LIMITED. 25. To recapitulate, the Petitioner Companies had, in the earlier round, filed an application (i.e. application for the First Motion), being Company Application (M) No. 24 of 2016, whereby a prayer was sought, for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eree company. 33. Pursuant to the same, the Petitioner Companies have filed the instant petition (i.e. Second Motion Petition). Notice in the present petition was issued by this Court, by way of the order dated 14.03.2016. Notice in the present petition was accepted on behalf of the Official Liquidator (OL) and the Regional Director (RD), Northern Region. 34. Furthermore, vide order of this Court dated 14.03.2016, citations were directed to be published. It has been noted that Citations were published, in Delhi Editions of the newspapers, namely, 'Business Standard' (English, Delhi Edition) and 'Jansatta' (Hindi, Delhi Edition), on 14.05.2016, in compliance with the said order. An affidavit dated 04.08.2016, demonstrating service of the petition on the Official Liquidator, Registrar of Companies and the Regional Director, Northern Region and publishing of the citations has been filed and the same is on record. 35. Pursuant to the issuance of notices in the present petition, report of the Official Liquidator (OL) has been filed on 04.08.2016, wherein, inter alia, it has been stated that the office of the OL has not received any complaint against the proposed Scheme from any perso ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ncome tax standing due or arising after the assessment for the Assessment Year 2014-15 qua the Transferor Company No. 4, subject to rights of appeal and challenge available to it as per the law. It has further been stated that the transferee company has undertaken to extend all possible cooperation to Income Tax Department in completing pending assessment proceedings of Transferor company no.4 or in any other proceedings, if any initiated. 40. Learned counsel appearing on behalf of the petitioner companies undertakes to discharge all the liabilities qua the Income Tax demands which stand due or which may arise. Further learned counsel appearing on behalf of the petitioner companies undertakes that the Transferee Company shall discharge the liability of Rs. 591/- FBT for the assessment year 2008-2009 as raised by the Income Tax Department within a period of 04 weeks from today. 41. Ms. Aparna Mudiam, Assistant ROC appearing on behalf of the RD, states that, in view of the undertaking given in this Court today, and in view of the averments made in the affidavit dated 20.09.2016 by the Transferee Company, the objections raised by the Regional Director stand satisfied. 42. Thus, it ..... X X X X Extracts X X X X X X X X Extracts X X X X
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