TMI Blog2012 (10) TMI 460X X X X Extracts X X X X X X X X Extracts X X X X ..... However the Transferor Company no. 2 & Transferee Company along with its Directors, have already filed an Application to the Ld. Company Law Board, New Delhi Bench, New Delhi through Registrar of Companies, NCT of Delhi & Haryana U/s 621A of the Companies Act, 1956 for compounding of the alleged offence vide Form 61 through SRN B57238628 dated 10th September 2012. In view of the submissions made at the bar and the settled law on the subject, the objection raised by the Regional Director is rejected and the Scheme is sanctioned subject to and without prejudice to the liability, if any, in the civil and criminal proceedings in respect of past transactions. It is further clarified that the proceedings pending before the ACMM, Tis Hazari, Delhi against the transferor company and/or its Board, Directors and management etc. shall continue and the liability, if any, of the Board, Directors, Management etc., in the said proceedings would continue as if the Scheme has not been made. Thus sanction is hereby granted to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. - COMPANY PETITION NO. 251 OF 2012 - - - Dated:- 1-10-2012 - MS. INDERMEET KAUR J. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sed with the requirement of convening meetings of Shareholders of all the Companies and meeting of the Secured Creditors in the Transferee Company. Further there was no secured creditor in the Transferor Company No. 1 and 2 accordingly there is no requirement of convening the meetings of the secured creditors in these Companies. Also none of the Transferor Company or the Transferee Company had any Un-Secured Creditor; accordingly there is no requirement of convening the meetings of the un-secured creditors in any of the Applicant Companies. 9. The Petitioner Transferor Companies and the Transferee Company have thereafter filed the present Petition seeking sanction of the Scheme of Amalgamation. Vide order dated May 21, 2012, notice in the Petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in the The Statesman (English, Delhi Edition) and Dainik jagran (Hindi, Delhi Edition). Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and the Official Liquidator, and also re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the state of affairs of the Company. The Transferee Company vide its letter-dated Nil (received on 23.08.2012) has given undertaking that they will move Compounding Application under Section 621-A of the Companies Act, 1956 for default committed under Section 295 of the Companies Act, 1956 with the Registrar of Companies, Delhi. vi. In this regard it is submitted that the Transferor Company No. 2 viz. M/s Prayaga Constructions (India) Pvt. Ltd. Has also contravened the Provisions of Section 295 of the Companies Act, 1956 along with the Transferee Company. As such the Transferor Company No. 2 and the Transferee Company may be asked to file Compounding Application under Section 621-A of the Companies Act, 1956 for default committed under Section 295(4) and 283(1)(h) of the Companies Act, 1956 with the Registrar of Companies, Delhi. vii. That the Deponent further craves leave to submit that Transferee Company namely M/s Competent Holdings Pvt. Ltd. Was a public limited Company and converted into a Private limited Company with effect from 08.04.2011, but in the Compliance Report for the Financial Year 2010-11 which is duly signed by P.K.S. Associates, Company Secretaries on 02 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urther it was submitted that the Transferee Company is not going to be dissolved pursuant to the Scheme and the legal proceedings can always be initiated against the Company. Moreover the Petitioner Companies takes reliance of the judgment of this Hon ble Court in the matter of Salil Industries Limited in CP No. 149/2010, para no. 17: In support of the above submission, learned counsel relied on the judgment of Single Judge of the Gujarat High Court in the matter of Core Healthcare Limited Vs. Nirma Limited [(2007) 138 Comp Cas 204 (Gujarat)] wherein the court has held that the Scheme can always be sanctioned subject to and without prejudice to the liability, if any, in the Civil and Criminal proceedings in respect of past transactions and the liability, if any, of the Board, Directors, Management etc., in civil and criminal proceedings would continue. In view of the submissions made at the bar and the settled law on the subject, the objection raised by the Regional Director is rejected and the Scheme is sanctioned subject to and without prejudice to the liability, if any, in the civil and criminal proceedings in respect of past transactions. It is further clarified that the ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
