TMI Blog2017 (2) TMI 128X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies will comply with all the statutory requirements in accordance with law. Upon the sanction becoming effective from the appointed date of the proposed scheme i.e. 1st April, 2015, the Transferor Company Nos.1 to 5 shall stand dissolved without undergoing the process of winding up. A certified copy of the order, sanctioning the proposed scheme, be filed with the Registrar of Companies, within 30 days of its receipt. 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 proposed scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Deputy Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. 5. The Transferor Company No.2 was incorporated under the Act, on 09.08.2005, with the Assistant Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. 6. The Transferor Company No.3 was incorporated under the Act, on 18.12.1996, with the Assistant Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. 7. The Transferor Company No.4 was incorporated under the Act, on 26.04.2000, with the Assistant Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. 8. The Transferor Company No.5 was incorporated under the Act, on 20.05.1999, with the Assistant Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. 9. The Tra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d-up. 14. The authorized share capital of Transferor Company No.5, as on 31.03.2015, is ₹ 80,00,000/- divided into 8,00,000 equity shares of ₹ 10/each. The issued, subscribed and paid-up capital of Transferor Company No.5, as on 31.03.2015, is ₹ 80,00,000/- divided into 8,00,000 equity shares of ₹ 10/- each fully paid-up. 15. The authorized share capital of the Transferee Company, as on 31.03.2015, is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/each. The issued, subscribed and paid-up capital of Transferee Company, as on 31.03.2015, is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/each fully paid-up. 16. Copies of the Memorandum and Articles of Association of the P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ders of Transferor Company No.1 whose names are recorded in its Register of Members on a date (Record Date) to be fixed by the Board of Directors of the Transferee Company for every 1000 (One Thousand ) equity share of ₹ 10/- each held by the said shareholders in the Transferor Company No.1, (2) 12 (Twelve ) equity shares of the Transferee Company of the face value of ₹ 10/- each credited as fully paid-up in the capital of the Transferee Company to the shareholders of Transferor No. 2 Company whose names are recorded in its Register of Members on a date (Record Date) to be fixed by the Board of Directors of the Transferee Company for every 1000 (One Thousand ) equity share of ₹ 10/- each held by the said shareholders in th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itioner Companies that no proceedings under Sections 235 to 251 of the Act are pending against the Petitioner Companies. 20. The Board of Directors of the Petitioner Companies in their separate meetings held on 11.01.2016 have unanimously approved the proposed scheme. Copies of the resolutions passed at the meetings of the Board of Directors of the Petitioner Companies have been placed on record. 21. To recapitulate, the Petitioner Companies had earlier filed a joint application, being Company Application (M) No.35 of 2016, seeking directions of this Court to dispense with the requirement of convening meetings of the equity shareholders and unsecured creditors of the Petitioner Companies, there being no secured creditors of the Petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... interest as per second proviso of Section 394(1) of the Act. 24. Further, in response to the notices issued in the present petition the Regional Director, Northern Region, Ministry of Corporate Affairs has filed its affidavit dated 09.12.2016 not raising any objection to the grant of sanction to the proposed scheme. 25. It has been noted that no objections have been received to the proposed scheme from any other party. The Petitioner Companies vide affidavit dated 22.09.2016, filed by their authorized representative, have submitted that neither the Petitioner Companies nor their counsel have received any objection pursuant to publication of citations in the newspapers on 14.07.2016. 26. Considering the approval accorded by the sha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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