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2016 (12) TMI 1562 - PUNJAB AND HARYANA HIGH COURT

2016 (12) TMI 1562 - PUNJAB AND HARYANA HIGH COURT - TMI - Sanction of the Scheme of Amalgamation - Held that:- On due consideration of the report of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi and the Official Liquidator, the Scheme of Amalgamation is hereby sanctioned and as a result thereof, all the assets and liabilities of the Transferor Company shall stand vested in the Transferee Company and the Transferor Company shall be dissolved without being wound .....

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ner : Mr.Anand Chhibber, Sr. Advocate, with Ms.Riya Bansal, Advocate For The Respondent : Mr.D.K. Singh, Official Liquidator. RAKESH KUMAR JAIN, J. This petition is filed under Sections 391-394 of the Companies Act, 1956 [for short the Act ] and Rule 9 of the Companies (Court) Rules, 1959 [for short the Rules ], duly supported by affidavits of the Petitioner-Transferor and Transferee Company, seeking sanction of the Scheme of Amalgamation (Annexure P-1) [for short the Scheme ]. The Registered Of .....

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Secured and Unsecured Creditors of the Petitioner-Transferor and Transferee Company were dispensed with and the Ist Motion petition was disposed of accordingly. Notice of the present petition was issued on 22.12.2015 to the Regional Director, Ministry of Corporate Affairs, New Delhi and the Official Liquidator and was also ordered to be published in the newspapers, namely, Indian Express (English) and Jansatta (Hindi), both Delhi/NCR Edition, as well as in the Official Gazette of Government of .....

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to the public interest. However, the report, by way of an affidavit/representation of A.K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi, dated 12.05.2016 has been placed on record, in which he has raised following queries in paras 10, 11 & 13 : - 10. That the deponent states that the Registrar of Companies vide his above referred report has informed that the Transferee company has not appointed Whole Time Company Secretary, thus there is a prima f .....

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has been instructed to take up the matter with the company for nonmaintenance of registered office and furnish his report. 13. That the deponent states the Hon ble Court may direct the Petitioner Companies to comply with the provisions of the Accounting Standard 14 as prescribed under Section 211(3C) of the Companies Act, 1956 and under Section 133 of the Companies Act, 2013 as stated in clause 4 of the Scheme of Amalgamation. In response to the aforesaid queries raised by the Regional Director .....

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e good offices of Ld. Regional Director, stating that the Transferee Company had appointed a Whole Time Company Secretary, Mr. Vishnu Arora, s/o Naresh Arora, bearing membership No.39881, who resigned from the Company on 16th December, 2015 and the Company is in process to appoint a new Company Secretary. The E-Form filed by the Transferee Company for the resignation of Mr.Vishnu Arora along with its challan was also attached with the affidavit submitted with the Ld. Regional Director. That in a .....

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that, its good offices sent a query letter vide its letter No.6/19/T-3/2016/12911 dated 25.02.2016, which has been returned by the postal authorities with remarks on inquiry in the village of addressee, the addressee could not be traced . In response to the said query, the Transferee Company has filed an affidavit dated 6th April, 2016, stating that the Transferee Company is maintaining the registered office as per the provisions of Section 12 of the Companies Act, 2013 and that any letter or c .....

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xed herewith and marked as Annexure A-2 Further, it is submitted that in any case even after the present amalgamation, the Transferee Company will continue to be in existence. The Transferee Company undertakes to deal with any noncompliance, if any left after the present amalgamation, in accordance with law. On 18.10.2016, following order was passed by this Court: - Mr.Thakur has submitted that since the transferee company was not maintaining the registered office, therefore a penalty of Rs. 1 l .....

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l filed by the Transferor Company before Regional Director (NR), Ministry of Corporate Affairs, Delhi. The explanations submitted by Parmod Kumar, Director of the Transferee Company and Dharam Pal, Whole Time Directors of the Transferor Company in their affidavits dated 17.5.2016 and 15.11.2016, respectively, meets with the queries raised by the Regional Director. It is further submitted by counsel for the petitioner-Companies that no proceedings under Sections 235 to 251 of the Act are pending .....

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