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TMI Blog2019 (8) TMI 1579X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies Act 1956, having its registered office situated at 501A, Narain Manzil, 23 Barakhamba Road, New Delhi-110001. 3. The "Transferor Company no. 2", Downhill Dealcom Private Limited was incorporated on 19.04.2010 as a private limited company under the provisions of Companies Act 1956, having its registered office situated at 501 A, Narain Manzil, 23 Barakhamba Road, New Delhi-110001. 4. The "Transferor Company no. 3", Viksit Trexim Private Limited was incorporated on 26.06.1992 as a private limited company under the provisions of Companies Act 1956, having its registered office situated at 501A, Narain Manzil, 23 Barakhamba Road, New Delhi-110001. 5. The "Transferee Company", Nimbus India Limited was incorporated on 14.12.1994 under the companies Act, 1956, having its registered office situated at 1001-1006, 10th floor, Narain Manzil, 23 Barakhamba Road, New Delhi-110001. 6. It is seen from the records that the First Motion application seeking dispensation from convening the meetings of Shareholders and Creditors of petitioner companies was filed before this Bench vide CA (CAA) No. 09 (PB) 2019 and based on such joint application moved under Sections 230-232 of the Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... submitted before Regional Directors (Northern Region) made observation that the Petitioner Companies shall comply with the provisions of Section 232 (3) (i) of the Companies Act, 2013 and same was reproduced by Regional Director (Northern Region) in Para 9 of its report submitted before this Hon'ble Tribunal. In this regard it is submitted that the Transferee Company do hereby undertake to comply with the provisions of Section 232 (3) (i) of Companies Act, 2013, thereby setting off fee, it any paid by the Transferor Companies on authorized Capital prior to merger with fee payable by the Transferee Company on its authorized capital subsequent to the approval of Scheme of Amalgamation. 4. That the Transferee Company hereby undertakes that pursuant to approval of Scheme of Amalgamation by this Hon'ble Tribunal, the Transferee Company will pay the stamp duty as may be applicable consequent upon the transfer of assets from Transferor Companies to Transferee Company pursuant to the Amalgamation. 5. That Transferor Company 3 and Transferee Company are Non-Banking Finance Company (NBFC). Both the companies had filed an application before the Reserve Bank of India (RBI), for se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ceived any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of all the transferor companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest. 14. In the joint petition it has also been affirmed that no proceeding for inspection, inquiry or investigation under the provisions of the Companies Act, 2013 or under provisions of Companies Act, 1956 is pending against the Petitioner Companies. 15. Certificates of respective Statutory auditors of all the petitioner companies have been placed on record to the effect that Accounting Treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standard notified by the Central Government as specified under the provisions of Section 133 of the Companies Act, 2013. 16. The shareholders of the applicant companies are the best Judges of their interest, fully conversant with market trends, and therefore, their decision should not be interfered with by Tribunal for the reason that it is not a part of judicial function to examine entrepreneurial activities and their commercial decisions. I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... In view of the foregoing, upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the affidavits filed by the Regional Director, Northern Region, Ministry of Corporate Affairs and the report of official liquidator, there appears to be no impediment in sanctioning the present Scheme. 23. Consequently, sanction is hereby granted to the Scheme under Section 230 & 232 of the Companies Act, 2013. 24. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. 25. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. 26. While approving the Scheme as above, we further clarify that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, and payment in accordance with law or in respect to any permission/compl ..... X X X X Extracts X X X X X X X X Extracts X X X X
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