TMI Blog2017 (1) TMI 907X X X X Extracts X X X X X X X X Extracts X X X X ..... ers will comply with the statutory requirements in accordance with law. A certified copy of this order, sanctioning the propsed scheme, be filed with the ROC, within thirty (30) days of its receipt. Resultantly, it is hereby directed that the Petitioners will comply with all the provisions of the proposed scheme and, in particular, those which are referred to hereinabove. 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 onto the Transferor Companies for the relevant period, and that, which may arise on account of the proposed scheme being sanctioned. - CO. PET. 434/2016 - - - Dated:- 16-1-2017 - Siddharth Mridul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Act on 18.11.2009, under the name of AV Mobimasta Marketing Private Limited with the Registrar of Companies, N.C.T. of Delhi Haryana at New Delhi. Subsequently, its name was changed to its present name and a fresh certificate was issued in this behalf on 04.12.2012. 5. Transferor Company No.2/Petitioner No.2 was incorporated under the Act on 13.06.2011 with the Registrar of Companies, N.C.T. of Delhi Haryana at New Delhi. 6. Transferor Company No.3 was incorporated under the Act on 24.08.2011 with the Registrar of Companies, N.C.T. of Delhi Haryana at New Delhi. 7. Transferee Company was incorporated under the Act on 18.08.1994 with the Registrar of Companies, Maharashtra under the name of Tejus Securities Private Limited. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany, as on 31.03.2015, is ₹ 15,82,39,840/-, divided into 1,58,23,984 Equity Shares of ₹ 10/- each. 12. Copies of the Memorandum of Association and Articles of Association of the Transferor Companies and the Transferee Company have been filed on record. The Audited Balance Sheets as on 31.03.2014; and the provisional accounts as on 31.03.2015 and 30.09.2015, of the Transferor Companies and the Transferee Company along with the Auditors Reports have also been filed and the same are on record. 13. A copy of the proposed scheme has been filed on record and the salient features thereof have been incorporated and set out in detail in the present petition. It has been stated on behalf of the Petitioners that the proposed amalg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es and the Transferee Company have been placed on record. 17. The Petitioners had earlier filed a first motion application being Company Application (Main) No. 176 of 2015, seeking directions of this Court to dispense the requirement of convening meetings of Equity Shareholders and Unsecured Creditors of Transferor Company No.1/Petitioner No.1; equity shareholders, secured creditors of Transferor Company No.2/Petitioner No.2, to consider, and if thought fit, approve, with or without modifications, the proposed scheme and seeking directions of the Court to convene a meeting of the unsecured creditors of Transferor Company No.2/Petitioner No.2, to consider, and if thought fit, approve, with or without modifications, the proposed scheme. By ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al Liquidator has filed a report dated 09.09.2016 wherein it has been stated that he has not received any complaint against the proposed scheme from any person/party interested in the proposed scheme and that the affairs of the Petitioners do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest as per second proviso of Section 394(1) of the Act. 21. Therefore, no objection has been raised on behalf of the Official Liquidator to the grant of sanction to the proposed scheme. 22. In response to the notices issued in the present Petition, Regional Director, Northern Region, Ministry of Corporate Affairs has filed an affidavit dated 14.09.2016 stating that the Regional Di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed scheme, be filed with the ROC, within thirty (30) days of its receipt. 28. Resultantly, it is hereby directed that the Petitioners will comply with all the provisions of the proposed scheme and, in particular, those which are referred to hereinabove. 29. 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 onto the Transferor Companies for the relevant period, and that, which may arise on account of the proposed scheme being sanctioned. 30. 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 pro ..... X X X X Extracts X X X X X X X X Extracts X X X X
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