TMI Blog2017 (1) TMI 125X X X X Extracts X X X X X X X X Extracts X X X X ..... e under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will however, comply with the statutory requirements, in accordance with law. A certified copy of the order, sanctioning the scheme, be filed with the ROC, within thirty (30) days of its receipt. - Company Petition No. 70 of 2016 - - - Dated:- 23-12-2016 - Siddharth Mridul, J. For the Petitioner /Transferee Company Through Mr. P. Nagesh with Mr. Ashutosh Gupta Advocates for the Petitioner Company Ms. Aparna Mudiam, Assistant Registrar of Companies for the Regional Director Mr. Rajiv Bahl, Advocate for the Official Liquidator JUDGMENT Siddharth Mridul, J 1. The present petition has been filed jointly, under Sections 391 and 394 of the C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the Transferee Company as on 31.03.2014 is ₹ 3,30,000/-, divided into 33,000 equity shares of ₹ 10/- each. 8. The Copies of the Memorandum of Association and Articles of Association, of the Petitioner Companies, have been annexed with Company Application (Main) No. 157 of 2015, which earlier came to be filed by the Petitioner Companies. The same are on record. The audited balance sheets, as on 30.06.2014 along with the auditor s reports, pertaining to the Transferor Company have been filed alongwith Company Application (Main) No. 157 of 2015; and the audited balance sheets, as on 31.03.2014 along with the auditor s reports, pertainin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 11. It has been stated on behalf of the Petitioner Companies that no proceedings under Sections 235 to 251 of the Act (or under corresponding provisions of the Companies Act, 2013) are pending against the Petitioner Companies as on the date of filing of the present petition. 12. The Board of Directors (BOD) of the Transferor Company and Transferee Company, on 17.03.2015 and 18.03.2015, respectively, have unanimously approved the proposed Scheme. Copies of the said Resolutions approving the Scheme of the Petitioner Companies have been placed on record. 13. The Petitioner Companies had, in the earlier round, filed an application, being Company Application (Main) No. 157 of 2015, seeking directions of this Court to dispense with the r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Scheme. Vide order dated 01.02.2016, notice in the present petition was issued by this Court and was accepted on behalf of the Official Liquidator (OL) and the Regional Director (RD), Northern Region. Citations were directed to be published in the Delhi Editions of Business Standard (English) and Jansatta (Hindi). It has been noted that an affidavit dated 23.05.2016, demonstrating service of the petition on the Official Liquidator, Registrar of Companies and the Regional Director, Northern Region, and further demonstrating that citations were published in compliance with order dated 01.02.2016, has been filed and the same is on record. It has been noted that Citations were published, on 12.04.2016, in Delhi Editions of the newspapers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... date; ii. The Income Tax department has initiated proceedings under Sections 276 C (1) and 278 B of the Income Tax Act, 1961, against two directors of the company, pending before the Special Chief Judicial Magistrate, Meerut, Uttar Pradesh; iii. Transferor Company is a core investment company (CIC); iv. Transferee Company shall separately comply with the provisions under the Companies Act, 2013 and the Guidelines issued by the Ministry of Corporate Affairs from time to time, qua the change of name of the Transferee Company and file relevant e-Forms, accordingly; and v. Transferee Company shall also separately comply with the procedure as contemplated under Companies Act, 2013 and the guidelines issued by the Ministry of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ame of the Transferee Company and change in the Main Objects in the Memorandum of Association of the Transferee Company. 21. In view of the above, it has been stated on behalf of the Regional Director that the observations of the Regional Director stand satisfied. 22. It has been noted that no other objections have been received to the Scheme from any other party. The Petitioner Companies, vide affidavit dated 23.05.2016, have submitted that neither the Petitioner Companies nor their counsel have received any objection to the Scheme pursuant to the citations published in the newspapers on 12.04.2016. 23. In view of the foregoing, and upon considering the approval accorded by the members and creditors of the Petitioner Companies to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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