TMI Blog2016 (6) TMI 219X X X X Extracts X X X X X X X X Extracts X X X X ..... of its receipt. Resultantly, it is directed that the petitioners will comply with all provisions of the scheme - CO.PET. 679/2015 - - - Dated:- 6-4-2016 - <!--[if gte mso 9]> <![endif]--> <!--[if gte mso 9]> Normal 0 false false false EN-IN X-NONE <![endif]--><!--[if gte mso 9]> ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mso-ascii-theme-font:minor-latin; mso-hansi-font-family:Calibri; mso-hansi-theme-font:minor-latin; mso-fareast-language:EN-US;} <![endif]--> MR. JUSTICE RAJIV SHAKDHER For the Petitioner: Ms. Manisha Chaudhary and Mr.Karan Malhotra, Advocates Mr. Sanjay Bose, DROC for RD. Mr. Rajiv Behl, Adv. JUDGEMENT RAJIV SHAKDHER, J 1. This is a second motion petition filed jointly by J.M. Infra Tech Private Limited (i.e. petitioner no.1/transferor company) and J.M. Housing Limited (i.e petitioner no.2 / transferee company), under Section 391 and 394 of the Companies Act, 1956 (hereafter referred to as the Act) for approval of the scheme of amalgamation (hereafter referred to as the scheme). 2. The transferor comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5 to 251 of the Act. 10. To recapitulate, the petitioners had, in the earlier round filed an application (i.e. the first motion), being: CA(M) No.107/2015, whereby a prayer had been made, for dispensing with the requirement of convening the meetings of the equity shareholders, secured and unsecured creditors of the petitioners. 11. The court vide order dated 18.08.2015, having regard to the facts as mentioned in the table below, dispensed with the requirement of convening the meetings, as prayed. Number of Companies Equity Shareholders Consent given Secured creditors Consent given Unsecured creditors Consent given ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ioned circulars, as per the affidavit of the RD, communication was sent to the Registrar of Companies, Delhi and Haryana (in short the ROC), and the Income Tax Department (I.T. Department), seeking their response to the scheme. 14.2. However, no response by the I.T. Department, on this matter, has apparently been received, till date. 15. The RD, though, received information from the ROC vide report dated 29.02.2016 which, inter alia, is indicative of the facts as follows: a) First, that there is a discrepancy as between what is stated in paragraph 18.1 and paragraph 34 of the scheme regarding the time limit prior to which sanctions and approvals qua the scheme had to be obtained; b) and second, the BOD resolution concerning the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , according to the OL, do not fall foul of the provisions of the second proviso to Section 394(1) of the Act. 17.1 Thus, the OL, in effect, has conveyed that he has no objections to the scheme being sanctioned. 18. To be noted, the scheme in clause 14.1 provides that all the employees of the transferor company in service on the effective date shall become the employees of the transferee company on such date without any break and interruption in service and on the terms and conditions not in any way less favourable to them than those subsisting with reference to the transferor company as the case may be on the said date. 19. In terms of the provisions of Section 391 and 394 of the Act, and in terms of clause 5.1 of the scheme, the e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... liabilities of the transferor company. It is also made clear, that the concerned Statutory Authority will be entitled to proceed against the transferee company qua any liability which it would have fastened on to the transferor company for the relevant period, and that, which may arise on account of the scheme being sanctioned. 23. 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 the concerned persons, directors and officials of the petitioners. 24. It is made clear, that this order will not be construed as an order g ..... X X X X Extracts X X X X X X X X Extracts X X X X
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