9911796707
TMI Blog2012 (10) TMI 828X X X X Extracts X X X X X X X X Extracts X X X X ..... ATE LIMITED (Transferor Company No. 2); SHREE BALAJI HEAVY ELECTRICALS PRIVATE LIMITED (Transferor Company No. 3); with HIND TRADEX 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 30th September, 2011 of the Petitioner Transferor and Transferee Companies have also been enclosed with the Petition. 5. Copies of the Resolutions ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , this Court allowed the Application and dispensed with the requirement of convening meetings of Shareholders and Un-secured Creditors of the Transferor Companies and the Transferee Company and also the Secured Creditors of the Transferor Company No. 1 and Transferee Company, while the Transferor Company No. 2 and Transferor Company No. 3 had no Secured Creditor. 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 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, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... upon sanctioning of the Scheme of Amalgamation by the Hon'ble Court and on perusal of the Balance Sheet as at 31.03.2011 of the Transferor Company No. 1 viz. M/s U.P. Metblast & Energy Limited., it has been observed that the company has granted a loan amounting to Rs 15,80,000/- to Ms. Manju Goel, relative of director which fall within the purview of the Provisions of Section 295 of the Act. Thus, the Company has violated the Provisions of Section 295. Further, by contravening the Provisions 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 T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reason of amalgamation of the Transferor Company No. 1 with the Transferee Company. Clause 4 of the scheme of Amalgamation is reproduced herein below for ready reference- "4. Legal Proceedings All legal proceedings of whatever nature by or against the Transferor Companies pending on the Effective Date, shall not be abated, be discontinued or be, in any way, prejudicially affected by reason of the transfer of the undertaking of the Transferor Companies or of anything contained 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... de. 13. No objection has been received to the Scheme of Amalgamation from any other party by either of the Petitioner Company or the counsel. Mr. Anuj Goyal & Mr. Ramesh Kumar Goyal, the Directors of the respective companies given their affidavits both dated 05.07.2012 confirming that neither the Petitioner Companies nor the counsel has received any objection pursuant to citations published in the newspapers. 14. In view of the approval accorded by the Shareholders and 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 Sche ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
