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TMI Blog2017 (6) TMI 89X X X X Extracts X X X X X X X X Extracts X X X X ..... are referred to hereinabove. It is also made clear, that the concerned Statutory Authority will be entitled to proceed against the Transferee Companies qua any liability which it would have fastened onto the Transferor Companies for the relevant period, and that, which may arise on account of the proposed scheme being sanctioned. - CO. PET. 471/2015 - - - Dated:- 30-5-2017 - MR. SIDDHARTH MRIDUL J. Ms. Babli Kala, Advocate for the Petitioner Companies. Mr. Rajiv Bahl, Advocate for OL. Ms. Aparna Mudiam, AROC. JUDGMENT SIDDHARTH MRIDUL, J. 1. The present petition has been filed jointly, under sections 391 to 394 of the Companies Act, 1956 (hereinafter referred to as the Act ), by Atna Engineering Private Limited (hereinafter referred to as Transferor Company no.1 ), Sagit Investment Private Limited (hereinafter referred to as Transferor Company no.2 ), Sanat Investment Private Limited (hereinafter referred to as Transferor Company no.3 ), Punj Sons Properties Private Limited (hereinafter referred to as Transferor Company no.4 ), INDTECH Investment Private Limited (hereinafter referred to as Transferor Company no.5 ), D and A Foods Private Limited ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equity shares of ₹ 10/- each. The present issued, subscribed and paid-up share capital of the Transferor Company no.3 is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/each. 14. The present authorized share capital of the Transferor Company no.4 is ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. The present issued, subscribed and paid-up share capital of the Transferor Company no.4 is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/each. 15. The present authorized share capital of the Transferor Company no.5 is ₹ 25,00,000/- divided into 25,000 equity shares of ₹ 100/- each. The present issued, subscribed and paid-up share capital of the Transferor Company no.5 is ₹ 1,00,000/- divided into 1,000 equity shares of ₹ 100/each. 16. The present authorized share capital of the Transferor Company no.6 is ₹ 10,00,000/-, divided into 95000 equity shares of ₹ 10/- each aggregating to ₹ 9,50,000/-; and 5000 9% redeemable preference share of ₹ 10/- each aggregating to ₹ 50,000/-. The present issued, subscribed and paid-up share capital of the Transferor Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f 2015, whereby a prayer was sought to dispense with the requirement of convening the meetings of their equity shareholders and creditors. This Court vide order dated 14.05.2015 allowed the said application and dispensed with the requirement of convening and holding the meetings of the equity shareholders and creditors of the Petitioner Companies to consider and if thought fit, approve, with or without modification, the proposed scheme. 24. The Petitioner Companies have thereafter filed the present petition seeking sanction to the proposed scheme. Vide order dated 03.09.2015, notice in the present petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator; and the notice was accepted on behalf of the Regional Director and the Official Liquidator. Furthermore, citations were directed to be published in the Delhi Edition of the newspapers, namely, Statesman (English) and Veer Arjun (Hindi). An affidavit dated 29.02.217 has been filed by the Petitioner Companies showing compliance regarding publication of citations in the aforesaid newspapers on 18.12.2015. 25. Pursuant to the notices issued in the present petition, the Official ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fice of the Deponent. However, a letter dated 02.11.2015 in the matter has been received from Income Tax officer, Ward-23(3), New Delhi wherein it has been stated that according to the Arrear Demand Collection Register available on ITD, there are outstanding demand of ₹ 80/-, ₹ 2844/- and ₹ 1110/- for the A.Y.s 2003-04, 2005-06 and 2006-07, respectively in the case of M/s. Shubhvir Investment P. Ltd. i.e., the Transferee Company. It has been further stated that the pendency of payment of central revenues (corporation tax) may be kept into consideration while disposing off the petition of the said company for amalgamation. (Copy of the letter dated 02.11.2015 received from the Income Tax department is marked as Exhibit-C for kind perusal of the Hon'ble Court). xxxxxxxxxxxxxx (I) It has been mentioned in the petition inter alia that all the above companies are wholly owned subsidiaries of the Transferee Company whereas: The Transferor Companies have not yet filed eform MGT -6 regarding declaration of beneficial interest, if any, in the shares held by individual shareholder in terms of the provisions of section 86 of the Companies Act, 2013; ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pter XII. 28. It has been further observed in the said affidavit dated 27.07.2016 that, the Petitioner Companies in their reply dated 15.07.2016 furnished the challans of filing the revised e-Form MGT-7 and e-Form MGT-14. 29. In response to the observations made by the Regional Director in its said representation/affidavit dated 27.07.2016 qua the proposed scheme, the Petitioner Companies have filed an affidavit dated 05.09.2016. The relevant portions of the said affidavit 05.09.2016 are reproduced hereinbelow: 5. It is submitted that the outstanding demand as per the Arrear Demand and collection Register available on ITO the Transferee company paid the said outstanding demand and the copy of the payment receipt is annexed herewith as Annexure-'A'. xxxxxxxxxx 9. That it is denied that the facts mentioned in para 9(i), (ii), (iii) and (iv) indicates non compliance of various provisions of the Companies Act, 2013 and rules made thereunder as well as misrepresentation of material facts regarding holding /subsidiary status and passing of resolution for the proposed Scheme of Amalgamation. It is submitted that the transferor companies and Transferee comp ..... X X X X Extracts X X X X X X X X Extracts X X X X
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