9911796707
TMI Blog2012 (10) TMI 460X X X X Extracts X X X X X X X X Extracts X X X X ..... IA PRIVATE LIMITED (Transferor Company No. 2); with COMPETENT HOLDINGS PRIVATE LIMITED (Transferee Company). 2. The registered offices of the Petitioner Transferor Companies and Transferee Company are situated at New Delhi, within the jurisdiction of this Court. 3. Details with regard to the date of incorporation of Transferor and Transferee Companies, their authorized, issued, subscribed and paid up capital have been given in the Petition. 4. Copies of the Memorandum and Articles of Association as well as the latest audited Accounts as at 31st March, 2011 of the Petitioner Transferor and Transferee Companies have also been enclosed with the Petition. 5. Copies of the Resolutions passed by the Board of Directors of the Petitioner Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny or the Transferee Company had any Un-Secured Creditor; accordingly there is no requirement of convening the meetings of the un-secured creditors in any of the Applicant Companies. 9. The Petitioner Transferor Companies and the Transferee Company have thereafter filed the present Petition seeking sanction of the Scheme of Amalgamation. Vide order dated May 21, 2012, notice in the Petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in the 'The Statesman' (English, Delhi Edition) and 'Dainik jagran' (Hindi, Delhi Edition). Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that on perusal of the balance Sheet as at 31.03.2011 of the Petitioner Transferee Company namely M/s Competent Holdings Pvt. Ltd., it has been observed that the Company has granted unsecured loans or advances to two Companies listed in the register maintained under Section 301 of the Companies Act, 1956. This fact also reflect in the Schedule-"E" to the Balance Sheet as at 31.03.211 of the Transferee Company. This is prima facie contravention of the Provisions of Section 295 of the Companies Act, 1956, as the Company has given loans & advances to M/s Prayaga Constructions (India) Pvt. Ltd., a private limited Company in which directors are interested in terms of Provisions of Section 295 of the Companies Act, 1956. Further by contravening t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the Financial Year 2010-2011, the Transferee Company was a Public Limited Company. 12. That with regard to the above observations, Mr. Ashwani Kapoor, Director of the Petitioner Transferee Company filed his affidavit dated 28th September 2012, giving his following reply to the observations raised by the Ld. Regional Director: i. That all the Transferor Companies and the Transferee Company are group Companies and are controlled by same set of shareholders and Directors. ii. That the Transferee Company has given inter corporate loans to the Transferor Company No. 2 and the said loans were given on good faith. The alleged violation of Section 295 of the Companies Act, by the Transferee and Transferor Company no. 2 was unintentional and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... against the Transferor Companies as if the Scheme had not been made. Further it was submitted that the Transferee Company is not going to be dissolved pursuant to the Scheme and the legal proceedings can always be initiated against the Company. Moreover the Petitioner Companies takes reliance of the judgment of this Hon'ble Court in the matter of Salil Industries Limited in CP No. 149/2010, para no. 17: In support of the above submission, learned counsel relied on the judgment of Single Judge of the Gujarat High Court in the matter of Core Healthcare Limited Vs. Nirma Limited [(2007) 138 Comp Cas 204 (Gujarat)] wherein the court has held that "the Scheme can always be sanctioned subject to and without prejudice to the liability, if any, i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is Court to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of sections 391 and 394 of the Companies Act, 1956, and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Transferor Company No. 1 to 2 be transferred to and vest in the Transferee Company wi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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