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TMI Blog2014 (5) TMI 1219X X X X Extracts X X X X X X X X Extracts X X X X ..... ith law. The Petitioner Companies (collectively) would voluntarily deposit a sum of ₹ 1,00,000/- in the Common Pool fund of the Official Liquidator within three weeks from today. The statement is accepted - Petition allowed. - Co. Pet. 644/2013 - - - Dated:- 26-5-2014 - Mr. Justice Sanjeev Sachdeva, J. Mr. Rajeev K. Goel, Advocate for the Petitioners, Mr. Atma Sah, Assistant Registrar of Companies for the Regional Director, Mr. S.B Gautam, official Liquidator. ORDER SANJEEV SACHDEVA, J (ORAL) 1. This second motion joint Petition has been filed under sections 391to 394 of the Companies Act, 1956 ( ACT ) seeking sanction to the Scheme of Amalgamation of Ankit Infoweb Pvt Ltd, Keshav Consultancy Services Pvt L ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tions of this Court for dispensation/convening of meetings. Vide order dated 19th November, 2013, this Court allowed the Application and requirement of convening all the meetings of Shareholders and Un-secured Creditors of the Transferor Companies and the Transferee Company were dispensed with. None of the Applicant Companies had any Secured Creditors. 8. The Petitioner Companies had thereafter filed the present Petition seeking sanction to the Scheme of Amalgamation. Vide order dated 10th December, 2013, notice of the Petition was directed to be issued to the Regional Director, Northern Region, Ministry of Corporate Affairs, Noida and the Official Liquidator attached with this Court. Citations were also directed to be published in Busi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ransferee Company without any break or interruption in their services. 11. The Learned Regional Director has stated that the Registrar of Companies, Delhi has reported that all the Transferor and Transferee Companies are closely held companies. The entire funds collected by these companies in previous years by way of issue of equity shares having voting /non voting rights and debentures to certain private limited companies have been parked as investment and granting loans and advances. The shares of these companies have changed hand from time to time. None of the transferor and transferee Companies are doing any significant business activity and reported nominal income except in the financial year ended 31.03.2013. Therefore, it appears ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be taken by the RBI in future for any act of commission or omission by the Petitioner Companies with regard to NBFC regulations. 13. It is directed that in case it is found that the transferor company has violated any provision of the Reserve Bank of India Act then the Directors of the Transferor Company guilty of breaching the applicable provisions of the Reserve Bank of India Act shall continue to be liable irrespective of the sanction of the Scheme. 14. No issue with regard to the above issuance of shares on premium or transfer of funds by way of investment or granting of loan or advance is raised by the Income Tax Authorities. The Income Tax Authorities has further not raised any issue with regard to the share application money pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d powers of the Transferor Companies be transferred to and vest in the Transferee Company without any further act or deed. Similarly, all the liabilities and duties of the Transferor Companies be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Companies shall stand dissolved without winding up. 19. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or any other charges, if payable, in accordance with any law; or permission/compliance with any other requirement which may be specifically required under any law. 20. The Petitioner Companies (collectively) would voluntarily deposit a sum of ͅ ..... X X X X Extracts X X X X X X X X Extracts X X X X
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