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TMI Blog2015 (5) TMI 369X X X X Extracts X X X X X X X X Extracts X X X X ..... urt of Delhi for the purpose of approval of the Scheme of Amalgamation and also categorically mentioned that in case the RBI has any observations/comments, the same may be communicated to the Regional Director within 15 days of the submission of the said letter. The Regional Director, however, confirmed that he has not received any observations/comments from the RBI till the date of filing of his report. In view of the above, the observation raised by the Regional Director does not subsist. The Official Liquidator has submitted that in consequence of amalgamation, the share capital of the transferee company will be reduced to the extent of shareholding of transferor companies which is 99.96% shareholding in the transferee company. Accordingly, after the allotment of shares to the shareholders of the transferor companies, the post merger paid up share capital of the transferee company will be ₹ 55,000/- which is less than the minimum statutory requirement of ₹ 1,00,000/-. He, however, submitted that the transferee company has given an undertaking that the transferee company shall increase its paid up share capital so that the post merger share capital of the company b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany no. 2 was originally incorporated under the Companies Act, 1956 on 18th September, 2008 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi under the name and style of Osmium Construction Private Limited. The company changed its name to Keshav Techinfo Private Limited and obtained the fresh certificate of incorporation on 12th January, 2011. 5. The transferee company was incorporated under the Companies Act, 1956 on 26th April, 1996 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 6. The present authorized share capital of the transferor company no.1 is ₹ 3,00,000/- divided into 30,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 3,00,000/- divided into 30,000 equity shares of ₹ 10/- each fully paid-up. 7. The present authorized share capital of the transferor company no.2 is ₹ 3,00,000/- divided into 30,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 3,00,000/- divided into 30,000 equity shares of ₹ 10/- each fully paid-up. 8. The present authorized share capital of the tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... CA(M) 149/2014. 14. The petitioner companies had earlier filed CA (M) No. 149/2014 seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide order dated 14th November, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the equity shareholders of the transferor and transferee companies, there being no secured and unsecured creditors of the petitioner companies, to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation. 15. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of Amalgamation. Vide order dated 26th November, 2014, notice in the petition was directed to be issued to the Regional Director, Northern Region, and the Official Liquidator. Citations were also directed to be published in 'Statesman' (English) and 'Veer Arjun' (Hindi) editions. The petitioners have filed the affidavit showing publication of citations in t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d in the financial statements of the transferor companies in terms of the Accounting Standards issued by the Institute of Chartered Accountants of India. He further submitted that in Clause 21.2 of Part-III of the Scheme, it has been stated that upon this scheme becoming effective, the transferor companies no. 1 2 shall stand dissolved without the process of winding up. 18. The Regional Director in Para 10 of his report has, however, submitted that as per the Memorandum of Association of the transferee company, the main objects of the transferee company are to carry on and undertake the business of financing, leasing, and hire purchase etc., whereas there is no mention whether the said company is registered with Reserve Bank of India as NBFC, if so, whether it has obtained no objection from the RBI with regard to proposed scheme of amalgamation. He further submitted that in the reply dated 16.02.2015, the petitioner companies have submitted that the transferee company, being non banking finance company, is registered with the Reserve Bank of India and it has served a copy of petition to the RBI on 24.12.2014 mentioning that the applicant companies have moved a petition before ..... X X X X Extracts X X X X X X X X Extracts X X X X
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