TMI Blog2016 (8) TMI 570X X X X Extracts X X X X X X X X Extracts X X X X ..... blished in ‘Financial Express’ (English) and ‘Jansatta’ (Vernacular), both Delhi/NCR Editions and in the Official Gazette of Government of Haryana. Any person interested shall be at liberty to apply to the Court for any direction(s) as per law. - CP No. 228 of 2015 (O&M) - - - Dated:- 1-8-2016 - MR. RAKESH KUMAR JAIN, J. For The Petitioner : Mr. Yash Pal Gupta, Advocate For The Official Liquidator : Mr. Deepak Aggarwal, Advocate with Mr. D. K. Singh RAKESH KUMAR JAIN, J. Following order was passed by this Court on 23.02.2016:- In this petition under section 391 (1) of the Companies Act, 1956 (for short, 'the Act'), duly supported by affidavit, the petitioner- Transferee Company seeks dispensation of co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ,66,000/- divided into 19,66,600 Equity Shares of Rs. 10/- each. Para 13 of the said affidavit reveals that as on 30.9.2015, the Petitioner Transferee Company had 2143 Equity shareholders (Annexure P-8). The consent of the shareholders is not required, as the proposed Scheme does not affect the rights of the members of the Transferee Company and also does not involve reorganization of the share capital of the Transferee Company. The Petitioner Transferee Company has 3 Secured Creditors. The list of Secured Creditors and the certificate to this effect issued by BMGS Associates, Chartered Accountants, as on 30.11.2015, are annexed as Annexures P-9 and P-10, respectively. It has been further stated that as on 30.11.2015, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eree Company be exempted from filing the 2nd motion petition under section 391 (2) and 394 of the Act, as the Transferor Companies No. 1 and 2 are wholly owned subsidiaries of the Petitioner Transferee Company and there is no arrangement or compromise with the secured creditors, un-secured creditors and trade creditors and their rights shall remain un-affected by the proposed Scheme of Amalgamation. It has further been undertaken in the affidavit filed by the Authorised Signatory of the Petitioner Transferee Company that upon sanctioning of the Scheme, the entire Share Capital of the Transferor Companies will stand cancelled and that the proposed Scheme will not affect the rights of the Members or Creditors of the Petitioner Transferee Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsistent profit making Company having an excess of assets over the liabilities to the extent of ₹ 7409.74 Lakhs after adjusting the excess liabilities of the Transferor-Companies as shown in the details of assets and liabilities of the three companies. All the three companies were under the same management and there was no advantage in the Transferor Companies carrying on the business as separate legal entities from that the Transferee Company, rather the proposed amalgamation would be advantageous for all the parties concerned and to the shareholders of all the companies. In view of the above, the requirements of summoning of the meeting of Equity Shareholders and secured and Unsecured Creditors of the Petitioner Company for th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hares are being issued rights of shareholder(s) are not being diluted and there is no compromise being entered with the Secured and Unsecured Creditors; therefore, the consent of the Shareholders, Secured and un-Secured creditors is not required, as such convening of the meetings of the Equity Shareholders, Secured and Unsecured Creditors of the Petitioner Transferee Company are ordered to be dispensed with. As far as non-filing of 2nd motion petition is concerned, it would be appropriate to issue notice to the Regional Director, Ministry of Corporate Affairs, New Delhi. Notice be also published in the daily newspapers 'The Financial Express' (English) and 'Jansatta' (Vernacular) both Delhi/ NCR Editions and in the o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies for the benefit of employees and workers etc is raised by the authorities, after the final decision of the matter pending before them, mentioned in para No.12 of the representation/affidavit of the Regional Director, the Petitioner-Transferee Company will pay the same. The Petitioner-Transferee Company has confirmed that there are no investigation proceedings pending against them under Sections 235 to 251 of the Act and Under Section 210 of the Companies Act, 2013. For the reasons aforestated and on consideration of all the relevant facts and the procedural requirements in terms of Section 391-394 of the Act and the relevant Rules and on due consideration of the report of the Regional Director, Ministry of Corporate Affairs, New D ..... X X X X Extracts X X X X X X X X Extracts X X X X
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