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TMI Blog2015 (3) TMI 989X X X X Extracts X X X X X X X X Extracts X X X X ..... ; representation filed by the Regional Director, Northern Region the proposed Scheme of Arrangement, there appears to be no impediment to the grant of sanction to the Scheme of Arrangement. Consequently, sanction is hereby granted to the Scheme of Arrangement under Sections 391 and 394 of the Companies Act, 1956. - Scheme of Arrangement approved. - CO. PET. 48/2014 - - - Dated:- 19-8-2014 - Sanjeev Sachdeva,JJ. For the Petitioners : Mr. Ashish Midha, Advocate for the Petitioners Mr. Atma Sah, Assistant Registrar of Companies for the Regional Director. ORDER Sanjeev Sachdeva, J (Oral) 1. This second motion joint Petition has been filed under sections 391 to 394 of the Companies Act, 1956 ( Act ) seeking sanction to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (M) 153 of 2013 seeking directions of this Court for dispensation/convening of meetings. The meetings of secured and unsecured creditors of the Demerged and Resulting Companies were dispensed with. The meetings of shareholders of Resulting Companies were also dispensed with. Meeting of the shareholders of the Demerged Company was held under the directions of the court all the resolution approving for Scheme of Arrangement (De-merger) was passed unanimously. 8. The Petitioner Companies had thereafter filed the present Petition seeking sanction to the Scheme of Arrangement. Vide Order dated 21st January 2014, notice of the Petition was directed to be issued to the Regional Director, Northern Region. Citations were also directed to be publ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... provisions of satisfaction and creation of charges as per the Companies Act 1956. 12. The Learned Regional Director further stated that no charge has been credited in respect of the loan from Investment Financial Services Limited on ₹ 25 lacs. 13. The Petitioners have filed an Affidavit stating that no charge was required to be credited as the loan from Investment Financial Services Limited (HSBC) has been secured by pledging the shares and securities of the company. 14. Further, the Learned Regional Director has, in its Affidavit stated the appointed date has been fixed as 01.04.2013 and the Resulting companies have been incorporated in September 2013 i.e. after the appointed date. The appointed date is fixed for transfer of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctor and has held that such scheme of arrangement would be in conformity with the provisions of the Companies Act, 1956. 16. Further the Learned Regional Director has, in its Affidavit stated that the Petitioner Companies have not stated in the petition that they have complied with the provisions of Section 2(19AA) of the Income Tax Act. 17. In response to the aforesaid observation, learned counsel for the Petitioners submits that the Income Tax Authorities have not raised any objection, but in any case, the Petitioners undertake to comply with the requirement of provision of Section 2(19AA), in case, the petitioner companies seek to avail of the benefit granted to them. 18. The Learned Regional Director has raised the concern tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... examine the accounts with regard to the related party transactions and in case of any breach of any statutory provisions, the Registrar of Companies shall be entitled to take appropriate action as envisaged in law irrespective of the sanction of scheme. 21. The Learned Regional Director has raised another concern that Petitioners have not filed the Balance sheet for the year ending 31.03.2013 and also not filed the list of shareholders along with the Annual Return for year ending 31.03.2011. 22. In response to the aforesaid observation, the learned counsel for the Petitioner has produced the e-form 23AC and 23ACA for 31.03.2011 to show that the Balance sheet has been filed and with respect of list of shareholders, it submits that app ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ccorded by the Shareholders and Creditors of the Petitioner Companies; representation filed by the Regional Director, Northern Region the proposed Scheme of Arrangement, there appears to be no impediment to the grant of sanction to the Scheme of Arrangement. Consequently, sanction is hereby granted to the Scheme of Arrangement under Sections 391 and 394 of the Companies Act, 1956. 29. The Petitioner Companies will comply with the statutory requirements in accordance with law. Certified copy of the formal 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, all the property, rights and powers of the Demerged Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X
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