TMI Blog2020 (9) TMI 710X X X X Extracts X X X X X X X X Extracts X X X X ..... the relevant provisions of law or from any applicable permissions that may have to be obtained or. even compliances that may have to be made as per the mandate of law. The scheme is sanctioned. - CAA-13/ND/2018 in CA(CAA)-137/ND/2017 - - - Dated:- 31-7-2020 - Ch. Mohd. Sharief Tariq, Member (J) And Sumita Purkayastha, Member (T) For the Appellant/Respondent: Manoj Kumar Garg, Siddharth Patra, Achint Gupta, Tania Sharma, Advocates, Lakshmi Gurung, Senior Standing Counsel and Esha Kadian, Advocates ORDER CH. MOHD. SHARIEF TARIQ, MEMBER (J) 1. Under consideration is CAA- 13/ND/2018 filed under Sections 230 to 232 of the Companies Act, 2013 (hereinafter referred as Act, 2013 ) r/w the Companies (Compromises, Arrang ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y is carrying on the business in India i.e., to commercialize, clean, develop, finish, crush, extract, grind, grade, mix, disinfect, compound, transport, refine, protect, supply and act as buyer, seller, broker, seller, agent, representative. Stockist, distributor or otherwise, to deal in all its branches etc. The details of the main objects of the Transferor Company are set out in the Memorandum of Association (hereinafter referred as MOA ) of the company. 3. The Transferee is a private company limited by shares. It was incorporated on 21st January 2010 under the Companies Act, 1956 with the Registrar of Companies, NCT of Delhi Haryana under the CIN U45400DL2010PTC198256. The Registered office of the Transferee Company is situated at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or better administration, augmenting and strengthening core business of Transferee Company resulting in enhancement, of shareholders' value. Post-merger there will be significant reduction in the multiplicity of legal and regulatory compliances required, there will reduction of overhead, administrative, managerial and other expenditure, and bring about operational rationalisation, organisational efficiency and optimal utilization of various resources. 6. The Regional Director, Northern Region, Ministry of Corporate Affairs (hereinafter referred as RD ) in its affidavit has submitted that the transferee company has failed to file balance sheet as on 31.03.2017. Further, it is observed that the Balance sheet and profit Loss account ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d no show caused notice is issued to the Transferor Company by the RBI to the effect that it falls in the category of NBFC. It is further deposed that the transferee company undertakes to comply all the requirements that arise in future. It also undertakes to pay any fine or penalty, if imposed by the RBI in future. 9. The Income Tax department (hereinafter referred as ITD ), has filed its report wherein there are certain observations. The Transferor Company has replied but there are pending issues to which the Petitioner Companies shall comply as required under the relevant provisions of IT Act. 10. The Official Liquidator (hereinafter referred as 'OL') in his Report, based on the information submitted by the Petitioner Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the Accounting Standard-14 contained in Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Act, 2013. 14. Clause 12.2 of Part 2 of the Scheme provides that the Memorandum of Association of the Transferee Company shall automatically stand amended accordingly, and the words and figures in Clause V of the Memorandum of Association of the Transferee Company shall be substituted with the amended Authorised Share Capital. 15. There is no additional requirement for any modification and the Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. Ail the statutory compliances have been made under Sections 230 to 232 of the C ..... X X X X Extracts X X X X X X X X Extracts X X X X
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