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TMI Blog2017 (2) TMI 40X X X X Extracts X X X X X X X X Extracts X X X X ..... ting Company No. 2 / Petitioner Company No. 4" or "TCPL") whereby ECPL is first merged with CMDCL and subsequently the Proposed Amalgamated Company demerges its Industrial Undertaking into UPPL and the Investment Undertaking into TPPL (including the Investments which is acquired as a result of the Amalgamation of ECPL into CMDCL). 2. The Resulting Companies Nos. I-II, have been hereinafter, jointly referred to as "Resulting Companies". The Transferor Company, Transferee Company / Demerged Company and the Resulting Companies, have been hereinafter, jointly referred to as "the Petitioners". 3. The registered offices of the Petitioners are situated in the National Capital Territory of Delhi, and therefore, this Court has the necessary jurisdiction to adjudicate the present petition. 4. The details of the date of incorporation of the Petitioners, authorized share capital, issued, subscribed and paid up capital of the Petitioners, have been set out in Scheme. 5. Transferor Company /ECPL was incorporated on 25th April, 2008 under the provisions of the Act. 6. The authorized share capital of Transferor Company / ECPL is Rs. 25,00,000/- (Rupees Twenty Lakhs only), divided into 2,50,00 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , respectively, have been filed and the same are on record. 14. The Copies of the Memorandum of Association and Articles of Association, of each of the Petitioners, have been duly filed as Annexures to Company Application (M) No. 37 of 2016 (Application for First Motion), which earlier came to be filed by the Petitioners. The same are on record. The audited financial statements, as on March 31, 2015, pertaining to each of the Petitioners, have also been duly filed by all the Petitioners and the same are on record. 15. A copy of the Scheme has been duly placed on record and the salient features of the Scheme have been incorporated and detailed in the present petition and the accompanying affidavit. It has been urged on behalf of the Petitioners that the proposed Composite Scheme of Arrangement would, inter alia, entail the following benefits: "Whereas Chemical and Metallurgical Design Company Limited (CMDCL) is in three vertical businesses viz. 1) Running a high end Business Center in Nehru Place, New Delhi by the name of Paharpur Business Center. 2) Investments in shares securities, mutual funds and other finance instruments. 3) Owns an industrial plot at Okhla Industrial Are ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ding to be generated through (a) Strategic investors (b) Technical & financial collaborators (c) Private equity investors (d) Banks and financial institutions (e) IPOs And Whereas private funds and collaborations are mostly sector specific. Therefore in order to realize the long term growth, it has been decided that 1. The 'Business Centre Division' will be carried by CMDCL. 2. The 'Industrial Division' will be under UPPL. (i) The 'Investment Division' will be under TCPL." 16. So far as the share exchange ratio is concerned Clause 1.2(c) of Part-B and Clause 1.1 of Part-E of the Scheme provides: Upon the Scheme becoming effective and upon amalgamation of ECPL with the Transferee Company, the Transferee Company shall issue 100 equity shares of Rs. 100/- each fully paid up of CMDCL as a token to shareholders of ECPL as the ultimate beneficial shareholders of CMDCL and ECPL are the same and also hold the shares in the same proportion in both the companies (apart from 6 other immediate family members who hold 1 share each in CMDCL so as to comply with the legal requirements of Company law which stipulates that there should be at least seven shareholders in a closely he ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest. 21. In response to the notices issued in the Petition, Mr Narendra Kumar Bhola, the Learned Regional Director, Northern Region, Ministry of Corporate Affairs after receiving the report from the Registrar of Companies, filed their report on 3rd October, 2016. That vide Para 8 of the said Report, it has been submitted that Petitioner Company No. 2 has a pending Income Tax liability of Rs. 12,331,179/- for the A.Y. 2006-07 & 2007-08. 22. On the date of hearing the Learned Counsels of the Petitioner Companies submits that the said observation is made in reference to Petitioner Company No. 2 which is a continuing Company and has no bearing on the sanction of the Scheme. 23. Further the Regional Director vide Para 9, has submitted that the Registrar of Companies, Delhi & Haryana vide para 31 of his report has stated that it has mentioned in the valuation Report to the proposed Scheme of Arrangement that the Appointed Date for such a merger would be 1st Apr ..... X X X X Extracts X X X X X X X X Extracts X X X X
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