9911796707
TMI Blog2022 (4) TMI 784X X X X Extracts X X X X X X X X Extracts X X X X ..... ly, sanction is hereby granted to the scheme under section 230 232 of the Companies Act, 2013. The companies however remain bound to comply with the statutory requirements in accordance with law. 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 any of the concerned person, director and officials of the petitioners - In compliance with requirement of section 230(7) of the Companies Act, 2013, the transferee company herein shall until the scheme is fully implemented, file with the Registrar of Companies, the statement i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cribed time limit and vide order dated 23.07.2021 the Petitioner were directed to carry out publication in the newspaper Bussiness Standard (English, Hindi Delhi Edition) and in addition, notices were directed to be served on to the Regional Director (Northern Region), Ministry of Corporate Affairs, Registrar of Companies, NCT of Delhi and Haryana, the Income Tax Department, Official Liquidator, Reserve Bank of India and to the other relevant sectoral regulators. 4. It is seen from the records that the Petitioner have filed an affidavit dated 19.02.2021 affirming compliance of the order passed by the tribunal dated 23.07.2021. A perusal of the affidavit disclose that the Petitioner have affected the newspaper publication as directed in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Transferee company, after setting off the fee already paid by the Transferor Companies on their respective capital. 6. The petitioners have filed their reply to the objection raised by the Regional Director and has asserted that: a) The Petitioner Companies clarify that details of delay in appointment of women director in GSML:- Mrs. Indira Varadarajan, Women Independent Director, have expressed her unwillingness to continue as Independent Director for the 2nd term in the month of March 2020 and due to completion of firm term of 5 years, her office got vacated w.e.f. 1st April 2020 causing a vacancy in the office of Women Independent Director. As you are aware that the COVID-19 pandemic was rapidly spreading in India i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to be paid by the company as and when the taxes will become procedurally due. Further, these amounts will be transferred to the transferee entity, i.e., ZGL, post-merger. e) That all compliances required by the MCA with regard to increase in authorized capital under the Scheme will be complied with, subject to the provisions of Section 232(3)(i) of the Companies Act, 2013. 7. The Official Liquidator has filed its report on 15.12.2021 wherein no specific objection has been raised against the approval of the scheme. It is submitted in the report that the Official Liquidator has not received any complaint against the proposed scheme from any person/party interested in the scheme in any manner and that the affairs of the transferor com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies Act, 2013. The companies however remain bound to comply with the statutory requirements in accordance with law. 13. 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 any of the concerned person, director and officials of the petitioners. 14. In compliance with requirement of section 230(7) of the Companies Act, 2013, the transferee company herein shall until the scheme is fully implemented, file with the Registrar of Companies, the statement in Form No. CAA.8 along with such fees as specified in the Companie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , the effective date shall become the employees of the transferee company on such date without any break or interruption in services and upon terms and conditions not less favorable than those subsisting in the respective transferor company on the said date. f) That petitioner company shall within thirty days of the date of the receipt of this order cause a certified copy of this order to be delivered to the Registrar of Company for registration and on such certified copy being so delivered all the transferor companies shall stand dissolved and the Registrar of Company shall place all documents relating to all the transferor company registered with him on the file kept by him in relation to the transferee company and the files relating ..... X X X X Extracts X X X X X X X X Extracts X X X X
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