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TMI Blog2014 (5) TMI 1201X X X X Extracts X X X X X X X X Extracts X X X X ..... response to the notice issued in the Petition, learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit/Report dated 22nd May, 2014. Relying on the Scheme of Amalgamation, he has stated that, upon sanction of the Scheme, all the employees of the Transferor Companies shall become the employees of the Transferee Company without any break or interruption in their services. Despite notice, the Income Tax Authorities have not raised any objection with regard to the scheme. It is directed that in case it is found that the transferor companies has violated any provision of the Reserve Bank of India Act then the Directors of the Transferor Company guilty of breaching the applicable provisions of the Reser ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1. This second motion joint Petition filed under sections 391to 394 of the Companies Act, 1956 ( ACT ) seeking sanction to the Scheme of Amalgamation of Artsy Infrastructure and Projects Pvt Ltd (Transferor Company No.1), Beta Metal and Alloys Pvt Ltd(Transferor Company No.2), Coral Impex Pvt Ltd (Transferor Company No.3), Jeet Collections Pvt Ltd(Transferor Company No.4), Jingle Consultancy Services Pvt Ltd (Transferor Company No.5), Logas Impex Pvt Ltd (Transferor Company No.6), Morgan Tradex Pvt Ltd (Transferor Company No.7) Nitya Infotech Pvt Ltd (Transferor Company No.8) with Vatsal Infraprojects Pvt Ltd (Transferee Company) (Collectively referred as the Petitioner Companies). A copy of the Scheme has been enclosed with the petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ry of Corporate Affairs, Noida and the Official Liquidator attached with this Court. Citations were also directed to be published in ?Business Standard? (English, Delhi Edition) and ?Dainik Bhaskar? (Hindi, Delhi Edition). Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspaper. Copies of the newspaper cuttings containing the publications have also been filed along with the Affidavit of Service. 9. In response to the notice issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... me to time. None of the transferor and transferee Companies are doing any significant business activity and reported nominal income except in the financial year ended 31.03.2013 . Therefore, it appears that the proposed scheme of amalgamation is consolidation of such funds collected and invested in past into Transferee Company , however there is no mention as to whether these companies are registered with Reserve Bank of India as NBFC, if so, these Companies have obtained no objection from the RBI with regard to the proposed Scheme of Amalgamation. Despite notice, no comments have been received from the Income Tax Authorities. 12. Mr Rajeev Goel, Learned Counsel for the Petitioner Companies, submitted that none of the Transferor and Tran ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... way of investment or granting of loan or advance is raised by the Income Tax Authorities. The Income Tax Authorities has further not raised any issue with regard to the share application money pending in the petitioner company. It is directed that the Income Tax Authorities shall be permitted to proceed against the Transferee Company in respect of any liability that may arise on account of sanction of the Scheme. 15. In view of the aforesaid clarification and undertaking given by the Petitioners, the concern of the Regional Director has been duly addressed. 16. No objection has been received to the Scheme of Amalgamation from any other party. Mr Dilbagh Singh, Director of the Transferee Company has filed an affidavit confirming that n ..... X X X X Extracts X X X X X X X X Extracts X X X X
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