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2016 (11) TMI 212 - PUNJAB AND HARYANA HIGH COURT

2016 (11) TMI 212 - PUNJAB AND HARYANA HIGH COURT - TMI - Scheme of Arrangement and Amalgamation - Held that:- 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 reports of the Regional Director, Ministry of Corporate Affairs, New Delhi and the Official Liquidator, the Scheme of Arrangement and Amalgamation is hereby sanctioned and as a result thereto, the Assets and Liabilities .....

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ree Companies, their respective Shareholders, Creditors and all concerned. - CP No.17 of 2016 (O&M) - Dated:- 18-10-2016 - MR. RAKESH KUMAR JAIN, J. For The Petitioner : Mr.Alok Kumar Jain, Advocate Application is allowed. Affidavits/Undertakings of the Director and Authorised Signatory of Transferor and Transferee Companies are taken on record. CP No.17 of 2016 (O&M) This petition is jointly filed by the petitioners-companies for first and second motion under Sections 391 to 394 of the Comp .....

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no Secured and Unsecured Creditors of the Transferor Company, therefore there was nothing to convene their meeting. By virtue of Order dated 16.05.2016, notice was issued to the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi and the Official Liquidator. Notice was also ordered to be published in The Tribune (English) and Ajit (Punjabi), both Punjab Editions and in the Official Gazette of the Government of Punjab. It was also ordered to be uploaded on the website of .....

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the Income Tax Department, no comments have been received by the office of the Deponent. 13. That the Deponent is to say that the applicability of Accounting Standard-14 issued by the Institute of Chartered Accountants of India to the instant scheme has not been clearly mentioned in the scheme. Learned counsel for the petitioner-Companies has undertaken that the Transferee Company shall comply with the provisions of Accounting Standard-14 issued by the Institute of Chartered Accountants of India .....

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bserved that in the financial year 2010-11, the directors of the company had paid dividend of Rs. 4,35,000/- without taking any approval from the members in AGM of the Company. Further Directors had not followed the procedures defined in the Companies Act, 1956 (i.e. Conducting Board Meeting for recommendation of dividend, Deposit of dividend amount in separate bank account, Moving agenda of dividend in the notice of AGM, Disclosure of dividend in the Director s Report, Approval of said dividend .....

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nths) and also liable for penalty of a sum equal to amount of tax which he has failed to pay as per the provisions of Section 271 C of the Income Tax, 1961. In response to this, the reply of the management in verbatim is reproduced below: - The Company paid interim dividend to the shareholders of the company on 15.01.2011 for the financial year 2010- 2011 based on the approval of Board of Directors and also paid the Dividend Distribution Tax @ 15% on 31.07.2011 of Rs. 65,250/-. In this regards, .....

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,33,000/- to HDFC Bank vide Board Meeting dated 01.02.2012 to grant credit facilities in favour of M/s Maghan Paper Mills Pvt. Ltd. Subsequently, the said corporate guarantee enhanced to Rs. 10,87,61,000/- on 18.12.2012 and further enhanced to Rs. 12,36,52,000/- on 17.08.2013 by hypothecation on immoveable property of the company. However, the directors of the company have not given the disclosure of aforesaid bank guarantees in the financial accounts and director report s prepared during the fi .....

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ed to the members, Registrar of Companies for general public did not give the true & fair view of the affairs of the company as required by Accounting Standard-29 (Provisions, Contingent Liabilities and Contingent Assets) by skipping the material amount of contingent liabilities of Rs. 12.36 crores by way of non-disclosure of facts in the notes to accounts of the financial statements to the Statutory Auditors as well as to the members in the AGM s of the Company. In view of the above, we are .....

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the public interest subject to our observations on scrutiny of books & accounts mentioned at point XI of the report. 6. That in view of the observations of the Chartered Accountant the Official Liquidator most respectfully submits that affairs of the Transferor Company has not been conducted in a manner prejudicial to the interest of its members, creditors or to the public interest subject to our observations of chartered accountant on scrutiny of books & accounts mentioned at point XI .....

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he Official Liquidator in his report at Para No.4, Vinod Parkash Maghan, Director and the authorized signatory of the Transferor Company has made averments in para No.4 and 5 of his affidavit filed on behalf of the Transferor Company dated 27.9.2016, which read as under: - 4. That with regard to the above two observations, it is humbly submitted that the interest on delay in payment of tax has to be calculated on the amount of tax payable but the Chartered Accountant and the Official Liquidator .....

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has been ever raised by the Income Tax Department, the deponent undertakes to comply with the statutory requirement in accordance with law. 5. That with regard to the second objection i.e. non-disclosure of the corporate guarantee extended to the Transferee Company, it is submitted that both the companies are closely held family companies and more so no objection has been raised by the Secured Creditors in this regard, the charge in favour of the bank is duly registered and is available on the .....

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queries raised by the Regional Director as well as the Official Liquidator. The Petitioner-Companies have confirmed that no proceedings pending under Sections 235 to 251 of the Companies Act, 1956 against either of the Transferor Company or against the Transferee Company. 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 reports of the Regional Di .....

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