TaxTMI 
TaxTMI 
2016 (11) TMI 125
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....o. 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, 2008 with the Registrar of Companies, West Bengal at Kolkata. Thereafter, the company shifted its registered office from the State of West Bengal to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 7th March, 2014. 4. The transferor company no. 2 was originally incorporated under the Companies Act, 1956 on 30th April, 2008 with the Registrar of Companies, West Bengal at Kolkata. Thereafter, the company shifted its registered office from the State of West Bengal to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 13th March, 2014. 5. The transferor company no. 3 was originally incorporated under the Companies Act, 1956 on 5th May, 2010 with the Registrar of Companies, West Bengal at Kolkata. Ther....
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....tioners. The audited balance sheets, as on 31st March, 2015, of the transferor and transferee companies, along with the report of the auditors, had also been filed. 14. A copy of the Scheme of Arrangement has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavits. It is submitted by the petitioners that the transferor and transferee companies are closely held group companies and the proposed amalgamation would result in business 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 Sch....
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....issued to the Regional Director, Northern Region, and the Official Liquidator. Citations were also directed to be published in 'Business Standard' (English) and 'Jansatta' (Hindi) Delhi editions. Affidavit of service has been filed by the petitioners showing compliance regarding service on the Official Liquidator and the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers on 26th March, 2016. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 20. Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the information received, the Official Liquidator has filed a report dated 20th July, 2016 wherein he has stated that he has not received any complaint against the proposed Scheme of Arrangement from any person/party interested in the Scheme in any manner and that the affairs of the transferor companies do not appear to have been conducted in a manner prejudicial to the interest of their members, creditors or public interest, as per second proviso of Section 394(1) of the Companies Act, 1956. 21. In re....
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....it has been submitted that the transferor companies no. 2, 3 & 4 are engaged in construction business, sale of building 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 Arrangement. In view of the aforesaid, the observations made by the Regional Director stand satisfied. 23. No objection has been received to the Scheme of Arrangement from any other party. The petitioner companies, in the affidavit dated 16th July, 2016 of Mr. Subhash Gupta, Director of the transferee company have submitted that nei....