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TMI Blog2013 (1) TMI 7X X X X Extracts X X X X X X X X Extracts X X X X ..... pany undertakes to comply Accounting Standard – 14 issued by the ICAI and further undertakes that any amendment in the MOA & AOA for adopting the object of the transferor Companies by the Transferee Company shall be carried out after complying the provision prescribed under the Companies Act, 1956. Justification for issuance of shares on premium @ Rs. 490 per share to the Transferor Companies - There is no bar under the Companies Act, 1956 for the issuance of the share capital on premium by the Company. Even the Government of India has only latest recognized the issuance of the share capital on premium by issuing a proviso in the Financial Bill, 2012 by making an amendment in Section 56(2) of the Income Tax Act. In view of the said section, now if any Private Limited Company issue shares on premium, the same shall be subject to tax under the head “Income from other sources”. Report of Official Liquidator with no complaint against the proposed Scheme from any person / party interested in the Scheme in any manner and that the affairs of the Applicant / Transferor Companies and the Applicant / Transferee Company do not appear to have been conducted in a manner prejudicial to the inter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ") and ARAMBH TRADECON PRIVATE LIMITED (hereinafter referred to as "the Applicant/Transferor Company No. 14") (hereinafter collectively be referred as "the Applicant / Transferor Companies) with AKRITI REALTECH LIMITED ("the Applicant/Transferee Company"). 2. The Registered Office of the Applicant/Transferor Companies and of the Applicant/Transferee Company is situated at New Delhi, within the jurisdiction of this Hon'ble Court. 3. Details with regard to the date of Incorporation of Applicant / Transferor Companies and Applicant / Transferee Company, their Authorized, Issued, Subscribed and Paid up Capital have been given in the Petition. 4. Copy of the Memorandum and Articles of Association as well as the latest Audited Annual Accounts for the year ended 31st March, 2012 of the Applicant/Transferor Companies and the Applicant/Transferee Company have also been enclosed with the Petition. 5. Copy of the Resolution passed by the Board of Director of the Applicant / Transferor Companies and the Applicant / Transferee Company approving the Scheme of Amalgamation has also been placed on record. 6. It has been submitted that no proceedings under Sections 235 to 251 of the Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and the Applicant / Transferee Company have thereafter filed the present Petition seeking sanction of the Scheme of Amalgamation. Vide order dated 22nd August 2012, notice in the Petition was directed to be issued to the Regional Director, Northern Region and to the Official Liquidator. Citations were also directed to be published in "The Times of India (English)" and "Jansatta (Hindi)" and in the official Gazette of Delhi. Affidavit of Service and Publication has been filed by the Applicant / Transferee Company showing compliance regarding service of the Petition on the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspaper on 1st September 2012 and in the official gazette on 18th October, 2012. Copies of the newspaper's cuttings, in original, containing the publications have been filed along with the Affidavit of Service. The copy of the Official Gazette published has also been filed through an affidavit. 10. In response to the notices issued in the Petition, Shri Rakesh Chandra, Regional Director, Northern Region, Ministry of Corporate Affairs (for short "RD") has filed his Affidavit dated 27 Novem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... her sources". In view of the said reasons, the Applicant/Transferee Company has stated in its affidavit that it had valid justification for the issuance of shares at a premium of Rs.490/- per share as at 31st March, 2011 in favour of the said Transferee Company. (c) Further in response to Para-7 of the Affidavit, the Applicant /Transferee Company has stated that it had already replied to the office of the Regional Director, vide its letter dated 25th October, 2012, by stating that their registered office at 3125, Gali No.34, Beadonpura, Karol Bagh, New Delhi-110005 is the regular running office since 31st December, 2010. The Applicant/Transferee Company further undertook and declared in the affidavit that it is running its office at the said address. The photographs of the said office of the Applicant/Transferee Company indicating its office operation has also been attached with the reply to the affidavit filed by the Applicant/Transferee Company. 11. That pursuant to the notices issued, the Official Liquidator sought information from the Applicant / Transferor Companies and the Applicant / Transferee Company. Based on the information received, the Official Liquidator has filed h ..... X X X X Extracts X X X X X X X X Extracts X X X X
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