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TMI Blog2015 (3) TMI 66X X X X Extracts X X X X X X X X Extracts X X X X ..... ies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. It is, however, 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 in accordance with any law; or permission/ compliance with any other department which may be specifically required under any law. - Scheme of Amalgamation approved. - Co. Pet. 219/2014 - - - Dated:- 24-9-2014 - Sanjeev Sachdeva,JJ. For the Petitioner : Mr. A. K. Kuchhal and Mr. Manish Jain, Advocates For the Official Liquidator : Mr. Atma Sah, Assistant Registrar of Companies for the Regional Director. Mr. Rajiv Behl, Advocate ORDER Sanjeev Sachdeva ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sed with the requirement of convening meetings of Equity Shareholders, Secured and Un-secured Creditors of the Petitioner Companies. 8. The Petitioner Companies have thereafter filed the present Petition seeking sanction of the Scheme of Amalgamation. Vide Order dated 15th April 2014, 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 Business Standard (English) and Jansatta (Hindi). 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 citati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... prepared their Balance Sheet and Profit Loss Account for the period 31.03.2013 and filed the same with Registrar of the Companies, the Appointed date be shifted to 01.04.2013 to avoid any revision of Balance Sheet and Profit Loss Account and other returns including Income Tax Returns filed in the earlier period. 12. In response to the aforesaid observation, the Petitioner Companies, in their Reply Affidavit dated 4th August, 2014, have stated that fixation of Appointed Date is purely a business decision and is the prerogative of Shareholders of the Company and accordingly, the Board and Shareholders of the Company after due deliberation has fixed 01.04.2012 as Appointed Date. It is submitted that the requisite resolutions had been pa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arises, the Transferor Company shall be liable to pay the same. 16. Further, the learned Regional Director has raised his concern that the Registrar of Companies has stated that the Auditor in their report to the Balance Sheet as on 31.03.2013 has mentioned that the Company has not granted any loan to parties covered in the register maintained as per Section 301 of the Act whereas in para 4 of Notes to Accounts to the said Balance Sheet it has been mentioned that debts due by directors and Companies in which the directors are interested are shown in advances in the Balance Sheet are mentioned therein. Thus the non-compliance of the provisions of Section 295 of the Companies Act, 1956 cannot be ruled out. 17. In response to the afores ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3.2013. However, so far as the fact that the transactions made in pursuance of contract agreement that need to be entered in the register maintained as per Section 301 of the Act has been recorded in the register which relates to the entries with respect to Annual General Disclosures received from the Directors in terms of Section 301 of the Companies Act, 1956 and the same has duly been recorded in the respective registers maintained by the Company. 20. Further it is directed that the Registrar of Companies is also at liberty to independently examine the books of accounts irrespective of the sanction of the scheme and in case any violation or breach of any statutory provision is found, the directors of the transferor and the transferee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in terms of the Scheme, all the liabilities and duties of the Transferor Companies be transferred to the Transferee Company without any further act or deed. 25. It is, however, 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 in accordance with any law; or permission/ compliance with any other department which may be specifically required under any law. 26. Learned Counsel for the Petitioner states that the Petitioner Companies (collectively) would voluntarily deposit a sum of ₹ 50,000/- in the Common Pool fund of the Official Liquidator within three weeks from today. The statement is accepted. 27. The Petition is allowed in th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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