TaxTMI 
TaxTMI 
2013 (2) TMI 815
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....eror company No.11) and D and S Developers Pvt. Ltd. ( Transferor company No.12 ) with BDR Builders and Developers Pvt. Ltd. ( Transferee company ) [hereafter collectively referred to as the Petitioners companies ] seeking sanction of the Scheme of Arrangement ( Scheme ) involving them. The Petitioner companies had earlier filed C.A. (M) No. 96 of 2012 seeking directions of this Court for dispensation of the meetings. By order dated 28th May 2012 this Court allowed the application and dispensed with the requirement of convening meetings of equity shareholders, secured and unsecured creditors of the Petitioner companies. 2. The registered offices of the Transferor and Transferee companies Are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court. 3. The details of the dates of incorporation of Transferor and Transferee companies, their authorized, issued, subscribed and paid up capital have been set out in the petition. 4. Copies of the Memorandum and Articles of Association as well as the latest audited annual accounts for the year ended 31st March, 2012 of both the Transferor and Transferee companies have also been enc....
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....ee company created as fully paid up for every 11 paid up equity share of Rs. 10/- each in the equity share capital of Transferor company No.6 held by him/her in the Transferor company No.6. vii. to the shareholders of Transferor company No.7 in proportion of 119 equity shares of Rs. 10/- each in the equity share capital of Transferee company created as fully paid up for every 1 paid up equity share of Rs. 100/- each in the equity share capital of Transferor company No.7 held by him/her in the Transferor company No.7. viii. to the shareholders of Transferor company No.8 in proportion of 2 equity shares of Rs. 10/- each in the equity share capital of Transferee company created as fully paid up for every 1 paid up equity share of Rs. 10/- each in the equity share capital of Transferor company No.8 held by him/her in the Transferor company No.8. ix. to the shareholders of Transferor company No.9 in proportion of 1 equity share of Rs. 10/- each in the equity share capital of Transferee company created as fully paid up for every 1 paid up equity share of Rs. 10/- each in the equity share capital of Transferor company No.9 held by him/her in th....
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....r the Petitioner companies has filed an affidavit dated 21st September 2012 confirming that neither the Petitioner companies nor their counsel has received any objection pursuant to the citations published in the newspapers. 10. Mr. Rakesh Chandra, the RD has filed an affidavit on 4th December 2012 pointing out as under: a) The Transferor companies may be asked to give justification for raising the capital as such huge premium when the net worth of the company is insignificant. b) The Transferee company may be asked to furnish the details of unsecured loans received from Others as shown in the balance sheet. c) The Transferor and Transferee companies have not file its balance sheet as at 31.03.2012 d) Balance Sheet of Transferee company as on 31.03.2012 shows a sum of Rs. 1000000/- has been declared as undisclosed income for AY 05-06 and 07-08. e) Transferor company No. 5 has not taken approval of RD under section 297 of the Companies Act, 1956 for purchase of construction goods from R.K Gupta and Sons. 11. In response to the above mentioned observations the transferee company has filed an affidavit dated 13th December 2012 of Shri....
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....s it clear that the monies have not been treated as deposits and these are unsecured loans. There is no reason to doubt this assertion. 13. The RD confirms that 11 companies have filed their balance sheets as on 31st March 2012 with ROC, Delhi. It is stated that the other 2 companies may be asked to file their balance sheets immediately with the ROC, Delhi. It is so directed. 14. As regards the matter related to undisclosed income for the assessment year 2005-06 and 2007-08, it is submitted by the RD that since office of the company has no idea about the pending application with the Income Tax Department, the matter should be decided by this Court. The explanation offered by the Petitioners in this regard is plausible and accepted. 15. In relation to the approval of the Central Government under Section 297 of the Act for the purchase of construction goods although the RD contends that the reply of the company does not seem to be convincing, the Court finds the explanation offered by the Petitioner companies to be plausible. 16. An affidavit dated 6th February 2013 has been filed on behalf of the Petitioner companies stating that any notices to the Transferor companies u....