TaxTMI 
TaxTMI 
2021 (6) TMI 281
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....rangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation of Transferor Company into the Transferee Company. The copy of the Scheme has been placed on record. 2. The "Transferor Company", Boston Scientific Services Private Limited was incorporated on 21.03.2016 under the provisions of the Companies Act 2013, having its registered office at C-40, Ground Floor Okhla Industrial Area, Phase-II New Delhi South Delhi DL 110020. 3. The "Transferee Company", Boston Scientific Technology & Engineering Services Private Limited was incorporated on the 06.05.2015, under the provisions of the Companies Act 2013, having its registered office at C-41, 2n....
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.... Equity shareholders of the Petitioner Companies, the Tribunal has directed the convening of the same vide order dated 20.11.2020. 7. Subsequently, the meetings were held on 06.01.2021, wherein, the proposed Scheme was unanimously approved by the members present and voting in the said meetings of both the Petitioner Companies. 8. On 12.02.2021 the Petitioner Companies were directed to carry out publication in the newspapers 'Business Standard' (English) and Vernacular (Hindi) Delhi edition. In addition to the public notice, notices were directed to be served on to the Central Government, the Income tax authorities, Registrar of Companies, NCT of Delhi and Haryana, Official Liquidator and to the other relevant sectoral regulato....
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....on dated 31.03.2021 in which it is submitted that basis report from Registrar of Companies, no prosecution has been filed nor any inspection or investigation has been conducted in respect of petitioner companies. However, the Regional Director made the following observations in para 12 of the report: "12. That this Directorate vide its letter of even no. dated 16.03.2021 had sought clarification about obtaining approval from the Reserve. Bank. of India (RBI) in respect of the shares allotted to the foreign body corporates which the Petitioner Companies vide their reply dated 23.01.2021 stated that: 1. 12(a). The Transferor Company and Transferee falls under the 100% Automatic Route as per the FDI policy.. .. Furth....
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....purchase consideration as arisen from the approval of the Scheme by the Hon'ble National Company Law Tribunal Bench at New Delhi. In response to this Transferee Company has filed an affidavit stating that: (a) That the Transferor Company is engaged in the business of providing solutions and services to other affiliated Boston Scientific group companies in the area of Information Technology, Global Business Services and other areas. (b) That the Transferee Company is engaged in the business of conducting research and engineering services related to medical devices. (c) That the Transferor Company and Transferee Company fall under the 100% Automatic Route and are not engaged in any sector prohibited for....
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....the Transferee Company which is in the domain of ROC by complying the provisions of Section 13 of the Companies Act, 20.13. In view of the above, it is submitted before the Hon'ble National Company Law Tribunal Bench at New Delhi to direct the Petitioner Transferee Company to comply with the provisions of Section 13 of the Companies Act, 2013 after obtaining approval-of the Scheme to give effect of the modification of main object. of the Memorandum of Association as stated in the Scheme." With respect to the observation made by the Ld. Regional Director (Northern Region) in paragraph 12 (b), Transferee Company submits that Transferor Company and Transferee Company are law abiding entities and are committed to adhere to the prov....