9911796707
TMI Blog2009 (8) TMI 712X X X X Extracts X X X X X X X X Extracts X X X X ..... petition. 2. In Company Petition No. 2 of 2009 vide order dated 26-11-2007 passed by this Court, as the consent letters of equity shareholders, unsecured creditors were produced the said meetings were dispensed with by recording the statement that there is no secured creditors of the company. 3. In Company Petition No. 3 of 2009, vide order dated 26-11-2007 in Company Application No. 529 of 2007, meetings of equity shareholders, creditors for secured loans and meetings of secured creditors and un-secured creditor were ordered to be convened. Accordingly, the meetings have been convened and the chairman has filed the report dated 22-12-2008. Copy whereof is produced at Annexure G, whereby the equity shareholders as well as secured credito ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petitions. The copy of the order passed for withdrawal of such petition dated 20-4-2009 in Company Petition No. 298 of 2008 and on 30-7-2009 in Company Petition No. 224 of 2007 are also produced with the said affidavit. Under these circumstances, direction for publication is complied with as well as objection as was recorded by the Court qua the aforesaid both the petitioners of Company Petition Nos. 224 of 2007 and 298 of 2008 also would no more survive. 6. On behalf of the Central Government, Mr. R.K. Dalmiya, Deputy Registrar of Companies, has filed the affidavit raising objections on basis of communication received by the Registrar of Companies from the office of Regional Director dated 1-4-2009. The first objections relates to for dir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... required. However, the companies will file necessary forms in order to facilitate RoC to issue fresh certificate of incorporation consequent upon change of name." 9. As such the issue is covered by the decision of this Court in case of Norfolk Infotech (P.) Ltd. [Company Petition No. 30 of 2007] and allied matters. Therefore, such objections are not to operate as a bar to this Court in denying the sanction to the scheme of arrangement for demerger, but keeping in view the aspect of availability of the names, only observation deserves to be made is that the scheme of demerger would stand operated for the change of name provided, the name is available with the Registrar of Companies. In the event, the name is not available, existing names o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that effect in view of lack of any evidence to the Company. It appears that the provisions of section 295 have been contravened in this respect. Hence, the Registrar of Companies is advised to issue show-cause notices for the same. The above facts are being brought to the notices of this Hon'ble Court since these are "Related Party transaction" which require prior approval of the Central Government under sections 297 and 295 respectively and with which the demearged company did not comply. Further these are required to be appreciated from the point of view of Corporate Governance norms which demerged company is expected to comply with, being a listed company." 11. The explanation has been submitted on behalf of the petitioner-company in th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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