9911796707
TMI Blog2015 (5) TMI 730X X X X Extracts X X X X X X X X Extracts X X X X ..... tioner Company/Transferor Company No. 1 is situated at Plot No. 14, Rajiv Gandhi Technology Park, Chandigarh-160101. Similarly that of the Transferor Company No.2/ Non-Petitioner is situated at B-9, Kanara Business Centre, Off, Ghatkopar (E) Mumbai Maharashtra-400075. The Copy of Memorandum and Articles of Association of Transferor Company No. 1 to 3 and of Transferee Company are annexed as Annexure P-1, P-3 , P-5 and P-7 respectively. Similarly copy of the resolution of the Board of Directors dated 16.4.2014 and 17.4.2014 of the Transferor Companies No. 1 to 3 has been annexed as Annexure P-10, P-11 & P-13 respectively and copy of resolution of Board of Directors dated 17.4.2014 of Transferee Company is at Annexure P-12 The petitioner-Tra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 14.36 Lakhs (Difference 0.09 Lakh) (b) Difference in Totaling of Balance Sheet dated 31.12.2003 of Transferor Company No.3 Non Petitioner Company -Wolters Kluwer Financial and Compliance Services Software Private Limited. Total of Liabilities Side was Rs. 12548.15 Lakhs, but written as Rs. 1888.17 lakhs (difference Rs. 10659.98 Lakhs). Total of assets side comes Rs. 1888.13 lakhs, but written as Rs. 1888.17 Lakhs (difference 0.04 lakh) (c)Difference in Totaling of balance sheet dated 31.3.2014 of transferee Company- Wolters Kluwer India Private Limited. Total of Liabilities side was Rs. 615.56 Lakhs, but written as Rs. 615.57 Lakhs (difference Rs. 0.01 Lakh) Total of assets side comes Rs. 615.58 Lakhs, but written as Rs. 165.57 lakh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferred to the account of the parent company instead of claiming the same as a loss in the Income Tax Return." It has been stated that amended Memorandum of Association has been annexed as Annexure P-1 whereby it has been mentioned that the present authorized share capital of the petitioner- Transferee shall be sufficient for issuance of shares pursuance to the Amalgamation. The Regional Director has also filed his report by way of affidavit dated 9.1.2015 and has taken the following objections:- " 4. That the Deponent craves leave to submit that as per clause 13.4 of section D of the scheme it has been stated that the excess/deficit of the value of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e scheme becoming effective, the Transferor Companies shall be dissolved without going through the process of winding up and no person shall make assert or take any claims, demands or proceedings against the directors or officers thereof in his capacity as such director or officer except in so far be necessary be enforcing the provisions of this order. 8. That the Deponent craves leave to submit that the Valuation report is not attached with the copy of Company Petition supplied to this office. In response to the report of the Regional Director, the petitioner-Transferor Company No.1 has filed an affidavit dated 25.2.2015 and given the following reply:- "4. Tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l on account of M/s Acclipse Limited being a foreign Company. That in response it is submitted that investment of M/s Acclipse Limited (Foreign Company) in Acclipse India Private Limited (Petitioner Company) does not required any approval from FIPB. As per the Clause 3.7 read with Clause 6.2 of Consolidated FDI Policy of 2014, if the sector/activities of Indian Company are not mentioned in the specified list, then it is permitted for a foreign entity to invest in Indian entity upto 100% of capital under automatic route. The Petitioner-Company is engaged in software services which does not fall under any of the sectors mentioned in aforesaid clause and hence does not require approval from FIPB. A copy of the relevant provision Consolidated F ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d representative of the petitioner/Transferor Company No.1, the Scheme of Amalgamation of the petitioner-Transferor Company No.1 with the Transferee Company is hereby sanctioned and all the assets and liabilities of the of petitioner-Transferor Company shall merge into Transferee Company subject to the sanctioning of the Scheme filed by the Transferee Company in this Court. The Transferor Company No.1 shall be dissolved without being wound up. The Scheme shall be binding on Transferor Company No. 1 and the Transferee Company, their respective share holders, creditors, both secured and unsecured and all concerned. It is made clear that subject to whatever compliance the petitioner-Transferor Company and the Transferee Company has to do as ..... X X X X Extracts X X X X X X X X Extracts X X X X
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