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TMI Blog2017 (2) TMI 41X X X X Extracts X X X X X X X X Extracts X X X X ..... with this Court, within two weeks from today, stating therein, that it will take over and defray all liabilities of the Transferor Company. It is also made clear, that the concerned Statutory Authority will be entitled to proceed against the Transferee Company qua any liability which it would have fastened onto the Transferor Company for the relevant period, and that, which may arise on account of the Scheme being sanctioned. The Transferor Company shall stand dissolved without being wound up. - CO.PET. 802/2015 - - - Dated:- 22-9-2016 - MR SIDDHARTH MRIDUL J. Mr. Amit Goel, Advocate for the Petitioners. Ms. Aparna Mudiam, Assistant Registrar of Companies for Regional Director. JUDGMENT SIDDHARTH MRIDUL, J CO. APPL.2987/2016 (Condonation of Delay in Filing Affidavit) The present is an application under Rule 7 read with Rule 9 of the Companies (Court) Rules, 1959 seeking condonation of delay of 80 days in filing the affidavit of the Regional Director, Northern Region, under Section 394-A of the Companies Act, 1956, in compliance to the directions issued by this Court by way of order dated 18.11.2015. After hearing counsel for the parties and i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he present petition. 4. The details of the authorized share capital, issued, subscribed and paid up capital qua Petitioner Companies, have been set out in paragraph 1.9 of the Scheme. 5. The Transferor Company was originally incorporated under the Act, on 7th June, 2005 with the Registrar of Companies, State of Punjab. The Registered Office of the Transferor Company was shifted from the State of Punjab to NCT of Delhi and a certificate was obtained in this regard from the Registrar of Companies, NCT of Delhi Haryana at New Delhi on 7th January, 2014. 6. The present authorized share capital of the Transferor Company is ₹ 2,00,00,000/-, divided into 20,00,000 Equity Shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the Transferor Company is ₹ 1,54,70,000/-, divided into 15,47,000 Equity Shares of ₹ 10/- each. 7. The Transferee Company was originally incorporated under the Companies Act, 1956 on 13th September, 2005 with the Registrar of Companies, State of Punjab. The Registered Office of the Transferee Company was shifted from the State of Punjab to NCT of Delhi and a certificate was obtained in this regard from the R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lding a wider capital and financial base. 13. The Share Exchange Ratio for the Amalgamation has been provided for in the Scheme. The relevant terms of Clause 2.3.1 of the Scheme, providing for the same, are summarized herein below: o 68 equity shares of ₹ 10/- each, of the Transferee Company, credited as fully paid up, for every 100 fully paid up equity shares of ₹ 10/- each held by the shareholders in the Transferor Company. 14. To recapitulate, the Petitioner Companies had, in the earlier round, filed an application (i.e. application for the First Motion), being Company Application (M) No. 58 of 2015, whereby a prayer was sought, to dispense with the requirement of convening the meetings of the equity shareholders and unsecured creditors of the Transferor Company and the equity shareholders of the Transferee Company and for convening a meeting of the unsecured creditors of the Transferee Company. 15. This Court vide order dated 18.08.2015, allowed the abovementioned application and dispensed with the requirement of convening meeting of equity shareholders and unsecured creditors of Transferor Company and equity shareholders of the Transferee Company. Furth ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... present Petition, Sh. A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs, filed his affidavit dated 11.04.2016 wherein, inter alia, it has been stated vide para 5 of the said Affidavit, that the Transferee Company has not appointed Whole time Company Secretary in the past, thus violating the provisions of section 383A of the Act. It has further been stated by the Regional Director in his affidavit dated 11.04.2016, that the Transferee Company has also not filed its balance sheet and annual return for the financial year ended on 31.03.2015 and thus prima facie violating the provisions of section 92 137 read with section 403 of the Companies Act, 1956/2013. 22. It has been noted that in response to the objection raised by the Regional Director, Mr. Mayur Shah, Director of the Transferee Company filed an affidavit dated 11.08.2016, on behalf of the Petitioner Companies. Counsel appearing on behalf of the Petitioner Companies has invited my attention to paragraph 3 of their affidavit dated 11.08.2016, in reply to the affidavit dated 11.04.2016 of the Regional Director, Northern Region to urge that the transferee company has already appointed a Wh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve, the Transferee Company will file an undertaking with this Court, within two weeks from today, stating therein, that it will take over and defray all liabilities of the Transferor Company. It is also made clear, that the concerned Statutory Authority will be entitled to proceed against the Transferee Company qua any liability which it would have fastened onto the Transferor Company for the relevant period, and that, which may arise on account of the Scheme being sanctioned. 29. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Court to the Scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the Petitioner Companies. 30. The Transferor Company shall stand dissolved without being wound up. 31. It is made clear, that this order shall not be construed as an order granting exemption, inter alia, from, payment of stamp duty or, taxes or, any other charges, if, payable, as per the relevant provisions of law or, from any applicable permissions that may have to be obtained or, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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