TaxTMI 
TaxTMI 
TaxTMI 
2017 (8) TMI 1324
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.... of the scheme of arrangement, as contemplated between the companies and its shareholders by way of amalgamation of the Transferor Companies No. 1/Petitioner No. 1, Transferor Companies No. 2/Petitioner No. 2, Transferor Companies No. 3/Petitioner No. 3 with the Transferee Company/Petitioner No. 4. A perusal of the petition discloses that initially the application seeking the dispensation of the meetings of equity shareholders, secured and unsecured creditors were filed before the Hon'ble High Court of Delhi in CA(M) 134/2016. The Hon'ble High Court of Delhi vide its order dated 26.09.2016 which was modified by 02.11.2016 was pleased to dispense with the requirement of convening the meetings of the equity shareholders of all the Pet....
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....d order to carry out publication in the newspapers "Statesman" in English edition and "Veer Arjun" in Hindi Edition and notice of hearing was also required to be uploaded on the website of the petitioners as also on the website of the Ministry Of Corporate Affairs. 4. While the joint petition in C.P. No. 1152 of 2016 was pending disposal since the provisions relating to compromises, arrangements and amalgamation as contemplated under Sections 230-232 had been notified w.e.f. 15.12.2016 wherein the power to consider such schemes have now been vested with the National Company Law Tribunal, the Hon'ble High Court of Delhi pursuant to the notification bearing No. DL.33004/99 dated 7.12.2016 issued by the Ministry of Corporate Affairs has t....
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....icial Liquidator has filed an affidavit dated 24.03.2017 stating that the office of Official Liquidator does not have any objection to the scheme being approved. Further, Regional Director, Northern Region has also filed the Affidavit dated 27.03.2017 and have stated that there is no objection to the sanction of the Scheme by the Hon'ble Court, However some pertinent observations has been made by the ROC at para 31 of his report is quoted by Regional Director in para 10 is as follows:- "That Deponent states that the Registrar of Companies at para 31 of his report has observed as under: a. It has been observed from the petition that the Board of Directors of all Companies have approved the proposed Scheme of Amalgamation ....
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....; Stock in trade(in shares) 1,26,50,850 3 Cash & Bank Balance 23,79,223 0.6 The company will be treated as a non-banking financial company (NBFC) if its financial assets are more than 50 per cent of its total assets (netted off by intangible assets) and income from financial assets is more than 50 per cent of the gross income. Both these tests are required to be satisfied as the determinant factor for principal business of a company." The above facts prima facie indicate that the financial assets of transferee Company constitute more than 50 per cent of their total assets and income from financial assets constitute more than 50 per cent of their total ....
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....subscribed and paid up capital of the company as alleged". "That in para 3 of the rejoinder affidavit it has been stated that Transferee company is presently engaged in the business of real estate and is/was not indulging in any NBFC activity and as such was not required to be registered as NBFC. The Transferee Company as on appointed date was not carrying on any business accordingly no income from operations was generated. However, the company had an old investment in shares of SMC Global Securities Pvt Ltd. since a long time from which the company earned dividend which is reflected in the returns of the company. It is pertinent to mention here that during the Financial Year 2015-2016, the Transferee company had commenced its busin....