9911796707
TMI Blog2015 (3) TMI 66X X X X Extracts X X X X X X X X Extracts X X X X ..... er referred to as Transferee Company) (hereinafter all Companies collectively referred to as Petitioner Companies). A copy of the Scheme has been enclosed with the Petition. 2. The registered office of the Petitioner Companies is situated at New Delhi, within the jurisdiction of this Court. 3. Details with regard to the date of incorporation of the Petitioner Companies, their authorized, issued, subscribed and paid up capital have been given in the Petition. 4. Copies of the Memorandum and Articles of Association as well as the latest audited Accounts as at 31st March 2013 of the Petitioner Companies have also been enclosed with the Petition. 5. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies appro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tor has filed his Report dated 12th July 2014, wherein he has stated that he 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 Company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest as per the 2nd proviso of section 394(1) of the Act. 10. In response to the notice issued in the Petition, learned Regional Director, Northern Region, Ministry of Corporate Affairs, has filed his Affidavit/Report dated 11th July 2014. Relying on the Scheme of Amalgamation, he has stated that, upon sanction of the Scheme, all the employees of the Transferor Company shall become ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lies upon the judgments of this Court in GOLDEN STRAND PVT LTD. DATED 19.09.2014 IN C.P No. 577 OF 2014, VODAFONE SPACETEL LIMITED & ANR. DATED 03.07.2014 IN C.P. NO. 187 OF 2013 and of the BOMBAY HIGH COURT IN M/S JINDAL IRON & STEEL DATED 02.09.2004 IN C.P. NO.76 OF 2004 and of the GUJARAT HIGH COURT IN SHREE BALAJI CINEVISION DATED 23.09.2009 IN O.J. APPEAL NO.65 OF 2009. 14. Further, the learned Counsel for the Petitioner Companies submits that, no objection to the appointed date has been raised by any shareholder or creditor of the Petitioner Companies. In view of the above, there is no requirement to change the appointed date as sought for by the Regional Director. However it is clarified that, in case there is any necessity of filin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not granted any advance or loan to the related parties, and both the items of Petty Cash and Advance salaries are outside the purview of Section 295 of the Companies Act, 1956. 18. Further, the learned Regional Director has raised another concern that, the Registrar of Companies has stated that the Auditor in Para 5 of annexure to their report for the Balance Sheet as on 31.03.2013 has mentioned inter-alia that the transactions made in pursuance of contract agreement that need to be entered to the register maintained as per Section 301 of the Act has been recorded in the register whereas the Company has not disclosed any related party transactions in its Balance Sheet as on 31.03.2013 in compliance of the provisions of Section 211(3C) rea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 014 confirming that neither the Petitioner Companies nor he has received any objection pursuant to citations published in the newspapers. 23. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation/reports filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. 24. Certified copy of the order be f ..... X X X X Extracts X X X X X X X X Extracts X X X X
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