TaxTMI 
TaxTMI 
2015 (5) TMI 908
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....or company) with Arcop Associates Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this court. 3. The transferor company was incorporated under the Companies Act, 1956 on 17th February, 1993 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi 4. The transferee company was incorporated under the Companies Act, 1956 on 26th June, 1985 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The present authorized share capital of the transferor company is Rs. 25,00,000/- divided into 2,50,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up....
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.... raising capital, securing and conducting trade and business on favourable terms and other related benefits. 9. So far as the share exchange ratio is concerned, the Scheme provides that the transferor company is a wholly owned subsidiary of the transferee company. Hence, no shares are to be allotted to the shareholders of the transferor company, upon coming into effect of this Scheme. 10. It has been submitted by the petitioners that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the transferor and transferee companies. 11. The Board of Directors of the transferor and transferee companies in their separate meetings held on 28th February, 2014 have unanimously approved the proposed Scheme of ....
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...., the Official Liquidator sought information from the petitioner companies. Based on the information received, the Official Liquidator has filed a report dated 3rd March, 2015 wherein he has stated that he has not received any complaint against the proposed Scheme of Amalgamation from any person/party interested in the Scheme in any manner and that the affairs of the transferor company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or public interest, as per second proviso of Section 394(1) of the Companies Act, 1956. 15. In response to the notices issued in the petition, Mr. A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dat....
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....urt and other High Courts that it is in the prerogative of the petitioners to fix any date as the appointed date of the Scheme and the Courts need not require alteration of the said date unless it is deemed necessary to do so, inter alia, for the reasons that either the petitioners have used the appointed date as a colourable device to evade taxes or it is in the interest of all stakeholders of the companies concerned to change the appointed date. In the present case, the only reason given by the Regional Director for change in the appointed date is that the petitioners have filed their balance sheets as at 31st March, 2014 and thus the appointed date may also be fixed as at 01.04.2014. However, no malafide is alleged in fixing the appointe....