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TMI Blog2015 (3) TMI 654X X X X Extracts X X X X X X X X Extracts X X X X ..... s and do not have any accumulated losses and un-absorbed depreciation except the Transferor Company No. 9 which has a small amount of loss of ₹ 9.68 lac as on 31.3.2013. The aforesaid loss has been fully set off against the income of the Transferor Company No. 9 during the Financial Year ended 31.3.2014 and as on date there is no loss in the Company. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies, representation/report filed by the Regional Director, Northern Region and Official Liquidator attached with this Court to the proposed scheme, there appears to be no impediment to the grant of Sanction to the Scheme. Consequently, Sanction is hereby granted to the Scheme under Sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. - Scheme of amalgamation approved. - CO.PET. 177/2014 - - - Dated:- 9-9-2014 - Sanjeev Sachdeva,JJ. For the Petitioners : Mr. Rajeev K. Goel Advocate For the Official Liquidator : Mr. Rajneesh Kumar Singh, Assistant Registrar of Companies for the Regional Director Ms. Megha, Advocate. ORDER Sanj ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... meetings of Shareholders and Un-secured Creditors of the Transferor Companies and the Transferee Company are dispensed with. None of the Applicant Companies has any Secured Creditors. 8. The Petitioner Companies had thereafter filed the present Petition seeking sanction to the Scheme of Arrangement. Vide Order dated 14th March 2014, notice of the Petition was directed to be issued to the Registrar of Companies, Regional Director, Northern Region, Ministry of Corporate Affairs and the Official Liquidator attached with this Court. Citations were also directed to be published in Business Standard (English, Delhi Edition) and Jan Satta (Hindi, Delhi Edition). Affidavit of Service and Publication has been filed by the Petitioners 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. Copies of the newspaper cuttings, in original, containing the publications have also been filed along with the Affidavit of Service. 9. In response to the notice issued, the Official Liquidator sought information from the Petitioner Companies. Based on the in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent Companies (CIC) as defined in the Core Investment Companies (Reserve Bank) Directions, 2011, issued by the Reserve Bank of India, and as per the said Directions, Core Investment Companies are not required registration from the RBI as NBFC. Further, RBI NOC is also not required for amalgamation of Core Investment Companies. The Petitioner Transferee Company has undertaken and confirmed that it will comply with all the compliances of the Reserve Bank of India and will take other necessary steps in this regard, if any. Further, the Petitioner Companies and their Directors have also undertaken that they will be bound for any action which may be taken by the RBI in future for any act of commission or omission by the Petitioner Companies with regard to NBFC regulations. 15. It is directed that in case it is found that the Petitioner Companies have violated any provision of the Reserve Bank of India Act then the Directors of the Transferor Companies and Transferee Company guilty of breaching the applicable provisions of the Reserve Bank of India Act shall continue to be liable irrespective of the sanction of the Scheme. 16. Further learned Regional Director in his affidavit subm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tment Companies and hence are not allowed to carry forward and set off of losses on the amalgamation in terms of section 72-A of the Income Tax Act . 20. Further the Petitioners in their Affidavit submit that the Scheme does not in any way reduce the income tax liability of any of the Petitioner Company and interests of the Income Tax Department are fully protected in the Scheme and no prejudice will be caused to the Income Tax authorities by approval of the Scheme. Para 4 of the Scheme provides that all legal proceedings of whatever nature by or against the Transferor Companies pending on the Effective Date, shall not be abated, be discontinued or be, in any way, prejudicially affected by reason of the transfer of the undertaking of the Transferor Companies or of anything contained in the Scheme but the proceedings may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Companies as if the Scheme had not been made. 21. Mr. Rajeev Goel, learned Counsel for Petitioner submits that the Income Tax Department has not asked ..... X X X X Extracts X X X X X X X X Extracts X X X X
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