9911796707
TMI Blog2020 (9) TMI 710X X X X Extracts X X X X X X X X Extracts X X X X ..... panies (Compromises, Arrangements and Amalgamations) Rules, 2016. The present petition has been filed by the Petitioner Companies named above for the purpose of the approval of the Scheme of Amalgamation, as contemplated between the Companies and its Shareholders by way of Amalgamation of Transferor Company with the Transferee Company. As per the Scheme of Amalgamation (in short, 'Scheme'), "Girja Shankar Agrochem Private Limited" (hereinafter referred to as 'Transferor Company') is proposed to be merged with "Anurati Buildcon Private Limited" (hereinafter referred to as Transferee Company') as a going concern. 2. The Transferor Company is a private Company limited by shares. It was incorporated on 4th September 1995, u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company is situated at Flat No. 412, Naurang House, 21, K.G. Marg, 21, New Delhi - 110025. The Transferee Company is carrying on the business of builders and colonizers, Land Lords or proprietors, occupiers, lesser, managers, contractors with the possession of all kinds of buildings weather residential, commercial, cinema houses, hotels, motels, factories, workshops and estates in India or elsewhere.- The details of the main objects of the Transferee Company are set out in the Memorandum of Association (hereinafter referred as "MOA") of the company. 4. The Board of Directors of the Petitioner Companies approved the proposed Scheme vide Resolution dated 1s' November 2017. The other necessary requirements have also been fulfilled as per ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t & Loss account of the Transferor Company for the 2006-2007, 2008-2009, 2009-2010 shows that investments were substantial for the company to be considered as a Non-banking Financial Company (hereinafter referred as "NBC") without obtaining registration from the Reserve bank of India (hereinafter referred as "RBI") under section 45IA of the Reserve Bank of India Act, 1934. Further, the Transferor Company has been refraining from disclosing the statutorily mandated information in its balance sheets and profit and loss accounts for several years including 2016-17, 2015-16, 2014, -15, 2013-14, 2012-13, 2011-12, which were filed with the Registrar of Companies. Therefore, the offences should first may get compounded under the provisions of Sect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oner Companies is of the view that the affairs of the Transferor companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest as per the provisions of the Act. 1956/Act. 2013 and that no complaint against the proposed Scheme has been received from any person/party interested in the Scheme in any manner till the date of filing of Report. 11. Clause 4.4 of Part 2 of present Scheme provides that upon Scheme becoming effective, all the Assets and Liabilities of the Transferor Company shall be incorporated in the books of the Transferee Company on the basis of the values recorded in the books of accounts of the Transferor Company as on the Appointed Date. 12. Clause 7 of Part 2 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpanies Act, 2013. 16. Taking into consideration the above facts, the Company Petition is allowed and the Scheme of Amalgamation annexed with the Petitions is hereby Sanctioned. The Scheme approved shall be binding on the Shareholders, Creditors and employees of the Companies involved in this Scheme. The Appointed date of the Scheme is 01.04.2017. 17. While approving the Scheme as above, it is further clarified that this Order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable, as per the relevant provisions of law or from any applicable permissions that may have to be obtained or. even compliances that may have to be made as per the mandate of law. 18. The Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
