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TMI Blog2013 (2) TMI 815X X X X Extracts X X X X X X X X Extracts X X X X ..... Pvt. Ltd. (Transferor company No.5), Nishit Real Estate Pvt. Ltd. ( Transfer company No.6 ), Nishit Buildtech Pvt. Ltd. (Transferor company No.7), Rishi Promoters Pvt. Ltd. ( Transferor company No.8 ), Gulab Buildtech Pvt. Ltd. ( Transfer company No.9 ), Verma Buildtech and Promoters Pvt. Ltd. (Transferor company No.10), Renu Builders and Promoters Pvt. Ltd. ( Transferor company No.11) and D and S Developers Pvt. Ltd. ( Transferor company No.12 ) with BDR Builders and Developers Pvt. Ltd. ( Transferee company ) [hereafter collectively referred to as the Petitioners companies ] seeking sanction of the Scheme of Arrangement ( Scheme ) involving them. The Petitioner companies had earlier filed C.A. (M) No. 96 of 2012 seeking directions of thi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eated as fully paid up for every 11 paid up equity share of ₹ 10/- each in the equity share capital of Transferor company No. 1 held by him/her in the Transferor company No. 1. ii. to the shareholders of Transferor company No. 2 in proportion of 1 equity share of ₹ 10/- each in the equity share capital of Transferee company created as fully paid up for every 12 paid up equity share of ₹ 10/- each in the equity share capital of Transferor company No.2 held by him/her in the Transferor company No.2. iii. to the shareholders of Transferor company No.3 in proportion of 1 equity share of ₹ 10/- each in the equity share capital of Transferee company created as fully paid up for every 3 paid up equity share of ͅ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hareholders of Transferor company No.8 in proportion of 2 equity shares of ₹ 10/- each in the equity share capital of Transferee company created as fully paid up for every 1 paid up equity share of ₹ 10/- each in the equity share capital of Transferor company No.8 held by him/her in the Transferor company No.8. ix. to the shareholders of Transferor company No.9 in proportion of 1 equity share of ₹ 10/- each in the equity share capital of Transferee company created as fully paid up for every 1 paid up equity share of ₹ 10/- each in the equity share capital of Transferor company No.9 held by him/her in the Transferor company No.9. x. to the shareholders of Transferor company No.10 in proportion of 12 equity sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... P.No. 287 of 2012 on the RD and the OL and also regarding publication of citations in the aforesaid newspapers on 7th August 2012, copies of the newspaper cuttings, in original, containing the publications have been filed with the affidavit of service. 8. Pursuant to the notices issued, the OL sought information from the Petitioner companies. Based on the information received the OL has filed his report dated 25th September 2012 wherein he has stated that he has not received any complaint against the proposed Scheme from any person/ party interested in the Scheme in any manner and that the affairs of the Petitioners companies do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to publ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re has not been any violation of any law whatsoever while allotting the said shares and all the Petitioners companies are closely held private limited companies and most of the fresh shares have been allotted to the family members, relatives and friends of the Directors and shareholders of the said companies. b) The provisions of Section 58A of the Act are not applicable in respect of Petitioner companies. All unsecured loans from the individuals have been taken either from directors or their relatives or shareholders of the respective companies. These monies received are not to be treated as fixed deposits under the Companies (Acceptance of Deposits) Rules, 1975. c) Balance sheets of all the companies as at 31st March 2012 have bee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... balance sheets as on 31st March 2012 with ROC, Delhi. It is stated that the other 2 companies may be asked to file their balance sheets immediately with the ROC, Delhi. It is so directed. 14. As regards the matter related to undisclosed income for the assessment year 2005-06 and 2007-08, it is submitted by the RD that since office of the company has no idea about the pending application with the Income Tax Department, the matter should be decided by this Court. The explanation offered by the Petitioners in this regard is plausible and accepted. 15. In relation to the approval of the Central Government under Section 297 of the Act for the purchase of construction goods although the RD contends that the reply of the company does not see ..... X X X X Extracts X X X X X X X X Extracts X X X X
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