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TMI Blog2017 (12) TMI 1105X X X X Extracts X X X X X X X X Extracts X X X X ..... nal, Principal Bench, New Delhi (hereinafter referred to as 'Tribunal') in Company Petition No. 1152 of 2016, whereby and whereunder the Company Petition filed under Sections 391 and 394 of the Companies Act, 1956 for approval of scheme of merger/amalgamation has been rejected. 2. The brief facts of the case is that the appellants, originally moved before the Hon'ble High Court of Delhi by filing application under Sections 391 and 397 of the Companies Act, 1956 read with Companies (Court) Rules, 1959 for approval of the scheme of amalgamation. The Hon'ble High Court issued notice of second motion to the Registrar of Companies, Regional Director and the Official Liquidator, but in view of Central Government's Notification dated 7th December ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e such resolution (eform MGT-14) with this office within thirty days of passing the resolution whereas none of the above company has filed such resolution so far thereby prima facie violated the provisions of section 117(1) of the Companies Act, 2013. The Deponent states that pursuant to notification dated 05.062015, Private companies are exempted from compliance of provisions of section 117(3)(g) of the Companies Act, 2013. b. The objects clause of all the Transferor Companies reflects NBFC activities however there is no mention in the scheme/petition whether the Company is registered as NBFC with RBI or not. However, it has been observed from the Balance Sheet and profit and loss A/c filed by the Transferor Companies on MCA 21 Porta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 00/- in the scheme. For the aforesaid reason, the Companies were asked to make necessary compliance of capitals structure of the Company. 7. In the rejoinder affidavit, the appellants have taken a plea that the objection that 'MCA21 portal' reflects the paid-up capital of the Transferee Company is different as per the scheme, is not based on record. The 'MCA21 portal' of the Transferee Company's master data shows that the paid-up capital is Rs. 5,68,79,400/- and as such, there is no discrepancy in the issued subscribed and paid-up capital of the Company as alleged. The appellants have also taken a plea that the Transferee Company is not a Non-Banking Financial Company (NBFC). However, on perusal of the report of the Regional Director and l ..... X X X X Extracts X X X X X X X X Extracts X X X X
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