9911796707
TMI Blog2012 (10) TMI 828X X X X Extracts X X X X X X X X Extracts X X X X ..... Company No. 1 has filed a compounding application under section 621A r.w.s. 295 in respect of the loan given by the Transferor Company No. 1 to Ms. Manju Goel. In view of the submissions made at the bar and the settled law on the subject, the objection raised by the Regional Director is rejected and the Scheme is sanctioned subject to and without prejudice to the liability, if any, in the civil and criminal proceedings in respect of past transactions. It is further clarified that the proceedings pending before the ACMM, Tis Hazari, Delhi against the transferor company and/or its Board, Directors and management etc. shall continue and the liability, if any, of the Board, Directors, Management etc., in the said proceedings would continue a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Copies of the Memorandum and Articles of Association as well as the latest audited Accounts as at 30th September, 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 Companies approving the Scheme of Amalgamation have also been placed on record. 6. It has been submitted that no proceedings under Sections 235 to 251 of the Companies Act, 1956 is pending against the Petitioner Companies. 7. So far as Share Exchange ratio is concerned, the Scheme provides that upon amalgamation of the Transferor Companies No. 1 to 3 into the Transferee Company pursuant to the Scheme of Amalgamation, the following would be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Scheme of Amalgamation. Vide order dated July 09, 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 Statesman (English, Delhi Edition) and Vir Arjun (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 on August 25, 2012. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the Affidavit of Service. 10. Pursuant to the no ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... isions of Section 295 of the Act by the Director of the Company, the concerned Directors vacate his office by operation of law pursuant to the Provisions of Section 283(1)(h) of the Companies Act, 1956, which is a material in the affairs of the Company. The Transferee Company vide its letter dated 06.09.2012 has given undertaking that they will move Compounding Application under Section 621-A of the Companies Act, 1956 for the default committed under Section 295 of the Companies Act, 1956 with the Registrar of Companies, New Delhi. Mr. Anuj Goyal, Director of Transferor Company No.1 filed an affidavit dated 05.07.2012 in response to the affidavit filed by Regional Director stating that- 1. That the Transferor Company No. 1 had given loa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed in this Scheme but the proceedings may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Companies as if the Scheme had not been made. 6. The observations raised by the Ld. RD on this point no longer survives. 12. Moreover the counsel for the Petitioner Companies placed reliance on the judgment of this Hon ble Court in the matter of Salil Industries Limited Vs. Nabhganja Buildwell Pvt. Ltd. in CP No. 149/2010, delivered on 06.9.2010; 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 mat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Creditors of the Petitioner Companies; representation/reports filed by the Regional Director, Northern Region and the Official Liquidator, attached with this 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 w ..... X X X X Extracts X X X X X X X X Extracts X X X X
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