TaxTMI 
TaxTMI 
2017 (6) TMI 89
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....pany no.5'), D and A Foods Private Limited (hereinafter referred to as 'Transferor Company no.6') and Shubhvir Investments Private Limited (hereinafter referred to as 'Transferee Company'), seeking sanction to the proposed Scheme of Amalgamation (hereinafter referred to as 'proposed scheme') of the Transferor Company nos.1 to 6 with the Transferee Company. 2. The Transferor Company nos.1 to 6 and the Transferee Company are hereinafter collectively referred to as 'Petitioner Companies'. 3. The registered offices of the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Court. 4. The Transferor Company no.1 was incorporated under the Act on 19.03.1984, with the Registrar of Companies, N.C.T. of Delhi & Haryana at New Delhi. 5. The Transferor Company no.2 was incorporated under the Act on 04.06.1981, with the Registrar of Companies, N.C.T. of Delhi & Haryana at New Delhi. 6. The Transferor Company no.3 was incorporated under the Acton 31.07.1981, with the Registrar of Companies, N.C.T. of Delhi & Haryana at New Delhi. 7. The Transferor Company no.4 was incorporated under the Act on 22.03.1990, with the ....
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....ivided into 10,000 equity shares of Rs. 10/- each. 17. The present authorized share capital of the Transferee Company is Rs. 15,00,000/- divided into 1,50,000 equity shares of Rs. 10/- each. The present issued, subscribed and paid-up share capital of the Transferee Company is Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/each. 18. Copies of the Memorandum of Association and Articles of Association of the Petitioner Companies have been filed on record alongwith the joint application, being Company Application (M) no.35 of 2015, earlier filed by the Petitioner Companies. The latest balance sheets of the Petitioner Companies have also been filed on record. 19. A copy of the proposed scheme has been placed on record and the salient features thereof have been incorporated and set out in detail in the present petition. It has been stated on behalf of the Petitioner Companies that the Transferor Companies are wholly owned subsidiaries of the Transferee Company and the scheme will enable the Petitioner Companies to, inter alia, rationalize and streamline their management, businesses and finance and lead to a better economic control, over the running and management ....
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....tated that, no complaint has been received against the proposed scheme from any interested person/party; and that the affairs of the Petitioner Companies do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest as per second proviso of Section 394(1) of the Act. However, an observation has been made by the Official Liquidator in the said report that, there is no provision in the proposed scheme as regard the merger or addition of the authorized share capital of the Transferor Companies into the Transferee Company. 26. In response to this observation made by the Official Liquidator, the Petitioner Companies have filed an affidavit dated 05.09.2016, stating as follows: "4. Contents of paragraph no.4 are denied and it is submitted here that as per part V of the scheme, para 10, it is stated that upon the sanction of the Scheme, the Memorandum of Association of the Transferee Company shall without any further act, instrument or deed be stand altered, modified and amended pursuant to section 13 of the Companies Act, 2013, 394 of the Companies Act, 1956, other applicable provisions of the companies Act, 1956 and Co....
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....he Transferor Companies have filed eform MGT-7 (Annual Return) on MCA-21 portal which shows that the entire share capital of these companies are not being held by the Transferee Company, thus the statement made in the petition that these are wholly owned subsidiaries of the Transferee Company is prima facie wrong and misleading to this extent; * As per latest MGT -7 (Annual Return) filed by the Transferor Companies, the shares of these companies were purportedly transferred to the Transferee Companies on 08.07.2014 whereas as per disclosures made in para IX(B) in the said eForms, no Board meeting was held on 08.07.2014 thereby it could not be ascertained as to how without calling Board Meeting, the shares were purportedly transferred to the Transferee Company. * In terms of the provisions of section 186(2) r/w 186(3) of the Companies Act, 2013, the Transferee Company was required to seek prior approval, by means of a special resolution of its shareholders for acquisition of shares in the Transferor Company whereas as per MGT-14 filed by the Transferee Company on 27.07.2014, the approval was subsequent to the investment; (II) The Board of Directors of the Transferor Compani....
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....office of the Regional Director, Northern Region, New Delhi and the same has been admitted by the RD in their Representation/ affidavit filed before the Hon'ble Court." 30. In view of the foregoing, it has been stated by Ms. Aparna Mudiam, Assistant Registrar of Companies, appearing on behalf of the Regional Director, that there remains no further objection to the grant of sanction to the proposed scheme. 31. No objection has been received to the proposed scheme from any other party. By way of affidavit dated 28.02.2017 filed on behalf of the Petitioner Companies, it has been stated that neither the Petitioner Companies nor their counsel have received any objections pursuant to the publication of citations in the newspapers on 18.12.2015. 32. In view of the approval accorded by the shareholders of the Petitioner Companies to the proposed scheme; the report filed by the Official Liquidator and the affidavit filed by the Regional Director, Northern Region, wherein all observations raised stand satisfied, there appears to be no impediment to the grant of sanction to the proposed scheme. Consequently, sanction is hereby granted to the proposed scheme. The Petitioner Compan....