TaxTMI 
TaxTMI 
2018 (5) TMI 1846
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.... scheme of arrangement, as contemplated between the companies and its shareholders by way of amalgamation of the transferor/ petitioner-company Nos. 1 to 8 with the transferee/petitioner-company No. 9. 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 C. A. (M) No. 153 of 2015. 2. The hon'ble High Court of Delhi vide its order dated November 2, 2015 was pleased to dispense with the requirement of convening the meetings of the equity shareholders, secured and unsecured creditors of the petitioner-companies in view of their consents having been obtained and produced bef....
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....itted the records of the above petition to this Tribunal vide order dated March 3, 2017, for our consideration. 6. In view of the above, the petition of the second motion as above filed by the petitioners jointly before the hon'ble High Court and subsequently transferred is taken up for final consideration by us. The petitioners, it is seen from the records have filed an affidavit dated April 5, 2016 in relation to the compliance with the orders passed by the hon'ble High Court of Delhi dated December 7, 2015 and a perusal of the same discloses that the petitioners have affected the paper publication as directed by the hon'ble High Court of Delhi in one issue of the Business Standard in English edition and Hindi edition on Febr....
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....gross income.' Further, if the companies are carrying out NBFC activity, they are to obtain prior written permission from the RBI with regard to the propose scheme of amalgamation as per RBI Notification No. DNBS(PD)275/GM(AM)02014, dated May 26, 2014. Transferor company Nos. 1, 2, 4, 5, 6 have no activity being carried out as reflected out in their respective profit and loss statement for the year ended March 31, 2015 show 'zero' income from operations however, these companies show huge investments as their assets. The proposed share exchange ratio has been determined on the basis of net asset value method. As the intrinsic value of these investment (assets) is not known, the reasonableness of the proposed exchange ratio is n....
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....ong noting of address, the letters of some of the companies have been returned. 10. The Registrar of Companies in the meanwhile had issued a show-cause notice dated September 6, 2016 and notice of enquiry dated October 21, 2016 to the petitioner-company. The petitioners have filed their reply to the said show-cause notice and the same has been placed on record. That on the date of hearing on November 9, 2016 before the Registrar of Companies, the company was represented through its authorised representative. The Registrar of Companies on January 25, 2017 passed an order of penalty whereby penalty in a sum of Rs. 1,00,000 each was imposed on the defaulting company and its directors under section 12(8) of the Companies Act, 2013 for failure ....
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....ional Director reflects that the primary objection which is taken by the Regional Director is that since certain companies involved in the scheme are carrying NBFC activities, the approval of the RBI will be required and no such approval or for that matter even a communication has been placed on record by the petitioners. A similar issue fell for consideration, albeit a slightly different angle, in the matter of Avenir Finvest and Leasing P. Ltd., In re [2019] 213 Comp Cas 174 (NCLT), Company Petition No. 1152 of 2016, where after communication by the petitioner therein of the scheme, RBI had stated that activities of NBFC are being carried illegally, even though all the companies there were private limited companies. A similar contention i....