TaxTMI 
TaxTMI 
2016 (11) TMI 125
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....ction of the Scheme of Arrangement between Sugam Exim Private Limited (hereinafter referred to as the transferor company no. 1); Unicraft Merchandise Private Limited (hereinafter referred to as the transferor company no. 2); Crazy Merchandise Private Limited (hereinafter referred to as the transferor company no. 3) and Careful Merchants Private Limited (hereinafter referred to as the transferor company no. 4) and Atlas Constructions 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 no. 1 was originally incorporated under the Companies Act, 1956 on 26th February,....
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....orporated under the Companies Act, 1956 on 21st March, 1988 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 8. The present authorized share capital of the transferor company no.1 is Rs. 42,00,000/- divided into 4,20,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 41,95,000/- divided into 4,19,500 equity shares of Rs. 10/- each. 9. The present authorized share capital of the transferor company no.2 is Rs. 45,00,000/- divided into 4,50,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 44,45,000/- divided into 4,44,500 equity shares of Rs. 10/- each. 10. The present authorized share capital of the transfe....
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....siness synergy, pooling of their resources and consolidation of these companies. It is claimed that the proposed amalgamation will result in usual economies of a centralized and a large company including elimination of duplicate work, reduction in overheads, better and more productive utilization of human and other resources and enhancement of overall business efficiency. It will enable these companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth of their businesses. 15. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall issue and allot equity shares to the ....
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....eholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Arrangement. Vide order dated 1st February, 2016 this court allowed the application and dispensed with the requirement of convening and holding the meetings of the equity shareholders and unsecured creditors of the transferor companies and equity shareholders, secured and unsecured creditors of the transferee company, there being no secured creditor of the transferor companies, to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement. 19. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of Arrangement. Vide order dated 22nd February, 2016,....
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....o filing of due balance sheets by the petitioner companies and compliance of relevant NBFC Rules and Circulars issued by the Reserve Bank of India. The Regional Director in para 10 of his report has stated that the transferor companies no. 2, 3 & 4 have not filed their balance sheets at 31.03.2014 and the transferee company has not yet filed its due balance sheet at 31.03.2015. Thus, there is prima facie violation of provisions of Section 137 of the Companies Act, 2013. The Regional Director has further submitted that the principal business activities of transferor companies no. 2, 3 & 4 are acquisition of shares and financial assets of these companies constitute more than 50% of their total assets which tantamount to NBFCs activity. As suc....
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....ilding material and other related activities. These companies have also made investments in group companies and provided loan and advances to group companies. However, more than 50% of their gross income/turnover is from the activities relating to construction business and sale of building material etc. Hence, none of these companies satisfies the dual criteria of principal business of a NBFC as provided in the circular issued by the RBI. The petitioner companies have also placed on record the certificates issued by DMR & Co., Chartered Accountants, certifying that transferor companies no. 2, 3 & 4 are not a NBFC as defined in the RBI Act, 1934 and the companies are not required to obtain RBI registration or NOC for the aforesaid Scheme of ....