2021 (4) TMI 942

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....promises, Arrangements & Amalgamations) Rules, 2016. The purpose of the Company Petition is to obtain sanction of the Composite Scheme of Arrangement (in short, "The Scheme") of M/s. MJI Tech Private Limited (hereinafter referred to as Petitioner-1/Transferor Company-1) and M/s. VKG Electronics Private Limited (hereinafter referred to as Petitioner-2/Transferor Company with M/s. Goodre Private Limited (Petitioner-3/Transferee Company). 2. MJI Tech Private Limited (hereinafter referred to as the "Transferor Company No. 1"), having CIN: U51505DL1996PTC084083 is a company incorporated under the provisions of the Companies Act, 1956 in the year 1966, having its registered office at B-27/5 (D.S.), Ramesh Nagar, New Delhi-110015. The Transfero....

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....ssories and components required in their manufacturing". 4. M/s. Goodre Private Limited (hereinafter referred to as the "Transferee Company") is a company having CIN: 74899DL1995PTC073239 incorporated under the provisions of the Companies Act, 1956 in the year 1995 in the name and style of M/s. C.H. Steel India Private Limited and its name changed on 09.05.2013, having its registered office at B-27/5 (D.S.), Ramesh Nagar, New Delhi-110015. The Transferee Company is engaged in the business of; "Manufacture, Purchase, Sell, Import, Export, Treat. Manipulate and otherwise deal in all kinds of agricultural chemicals, Insecticides, fumigants, weedicides, pesticides, colouring materials, pigments and cakes, paints, surface coatings, enamels, v....

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....ugh unified, consolidated and simplified corporate structure". 7. This Tribunal, vide its order dated 22.10.2018 in CA(CAA)-129(PB)/2018, dispensed with the requirement of holding the meeting of the shareholders of the Petitioner Companies. 8. This Tribunal had further directed the Petitioner Companies to issue notices to the statutory authorities and the notices were accordingly issued. The Petitioner Companies have complied with all directions passed in the above order of this Tribunal. 9. The Regional Director, Northern Region has filed a report/representation dated 29.07.2020 ("Report"), along with the report of the Registrar of Companies, Delhi; The Regional Director has made the following observations in the report/representa....

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....cation of all the companies with regard to the scheme of amalgamation, at the time of their respective assessment/re-assessment proceedings." 12. Further, the Petitioner Companies have also stated in their Joint Affidavit dated 04.08.2020, that no objections to the Scheme have been received by the Petitioner Companies as of the date of filing of the joint Affidavits. It further states that: "5. That the transferee company hereby undertakes that it will comply with the provisions of the section 232(3)(i) of the Companies Act 2013 and shall pay the additional filing fee on the revised authorised capital of the transferee company. 6. That the petitioner companies have agreed to alter/amend the clause 10 of the Scheme to de....