TaxTMI 
TaxTMI 
2014 (1) TMI 1015
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....o.1, AKP Textiles Private Ltd., a company having its registered office at B-3/2, Ecotech - 1, Extension Greater Noida, Gautam Buddha Nagar, Uttar Pradesh (hereinafter referred to as company No.1) with petitioner No.2, USI Service Centre Private Ltd., a company having its registered office at B-18, Lower Ground Floor, Express Green, Sector - 44, Noida - 201301, Uttar Pradesh (hereinafter referred to as Company No.2). As per the scheme of amalgamation from the date of amalgamation, only one company in the name of USI Service Centre Private Ltd. would remain in existence and that the services of all the employees of the company No.1 would stand transferred to company No.2 without any determinant to them. It has been approved by the Board of Di....
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....mar Ujala both dated 18th April, 2013. No person has put in appearance or filed any objection to the aforesaid scheme of amalgamation. The Official Liquidator has submitted Report No.176 (Judicial) of 2013. A perusal of the aforesaid report reveals that he has not taken any objection to any part of the scheme of amalgamation except for stating that Company No.1 is holding land on lease from the Greater Noida Development Authority and that both the Directors of the Company No.2 are foreigners and, therefore, an undertaking be taken that there is no violation of any guideline of Reserve Bank of India or the provisions of Foreign Exchange Management Act. It is, however, stated that the affairs of none of the companies are prejudicial to inte....
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....fer. It may be noted that the transfer of lease, if any, is by one company to another company which have been incorporated under the Companies Act and are having their registered offices in India and, as such, transfer of lease between them would not be in favour of a foreign company or foreigners, though foreigners may be director in one of the companies. The Official Liquidator or the Regional Director are unable to show any condition in the lease deed which would stand violated in case the scheme of amalgamation is sanctioned. They have not specifically pointed out any guideline of the Reserve Bank of India or the provisions of the Foreign Exchange Management Act which may be infringed in case the scheme of amalgamation is sanctioned. ....