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TMI Blog2020 (10) TMI 496X X X X Extracts X X X X X X X X Extracts X X X X ..... ents 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 Companies with the Transferee Company. 2. As per the Scheme of Amalgamation (in short, 'Scheme'), Transferor Company No. 1 viz., Bilaspur Holdings Private Limited (hereinafter referred to as the "Transferor No. 1 Company"), Friendship Holdings Private Limited (hereinafter referred to as the "Transferor No. 2 Company"), RLM Associates Private Limited (hereinafter referred to as the "Transferor No. 3 Company"), Sarthak Holdings Private Limited (hereinafter referred t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 91PTC045071. The Registered Office of Transferor No. 2 Company is situated at 20-B, Pocket-A-3, Mayur Vihar, Phase-Ill, New Delhi-110096. The Transferor No. 2 Company is carrying on the business of multidisciplinary consultancy, liaison representation, business development and all transaction related consultancy and advisory to foreign and Indian companies, firms, associations, societies and individuals engaged in and interested in inbound to or outbound investment and in business of strategic investment etc. The details of the main objects of the Transferor No. 2 Company are set out in the MOA of the company. 5. The Transferor No. 3 Company was incorporated on 2nd November, 2007 under the provisions of Companies Act, 1956 in the National ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in business of strategic investment etc. The details of the main objects of the Transferor No. 4 Company are set out in the MOA of the company. 7. The Transferor No. 5 Company was incorporated on 1st November, 1993 under the provisions of the Act, 1956 in the National Capital Territory of Delhi under the CIN U74899 DL1993PTC055869 in the name and style of Roopali Overseas Pvt. Ltd. Thereafter name was changed to SGS Music & Entertainment Pvt. Ltd on 27th August, 2004. Finally name was changed to present name of SGS Entertainment Pvt. Ltd on 30th April, 2008. The Registered Office of the Transferor No. 5 Company is situated at R-10, Green Park Main, New Delhi-110016. The Transferor No. 5 Company is carrying on the business of hotels, resta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eror and Transferee companies have approved the Scheme vide its Resolution dated 20th May 2017. The other necessary requirements have also been fulfilled as per the Orders dated 25.10.2017 and 16.11.2017 passed by this Bench. 11. The Ld. Counsel for the Petitioner Companies has submitted that the Petitioners Companies are closely held companies and their shares are not listed on any Stock Exchange. It is further submitted that the rationale of the Proposed scheme of Amalgamation is that the consolidation of the businesses presently being carried on by the Transferor Companies and the Transferee Company, shall be beneficial to the interests of the shareholders, creditors and employees of all the companies and to the interests of public at l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... observed that the objects of the Petitioner companies is different and any change in the main object and the name of the Transferee Company shall be automatic and compliances are to be made as per the provisions of Companies Act, 2013 and Rules. 14. The Official Liquidator (hereinafter referred as "OL") has filed a report dated 18.01.2018, wherein it is submitted that he has not received any complaint against the Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Companies do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. 15. The report of Income Tax Department (hereinafter referred as "ITD") had been filed o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing 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 1st April, 2017. 20. 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. 21. The Companies to the said Scheme or ..... X X X X Extracts X X X X X X X X Extracts X X X X
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