TMI Blog2014 (3) TMI 1106X X X X Extracts X X X X X X X X Extracts X X X X ..... he date of receipt of the same. In terms of the provisions of Sections 391 and 394 of the Companies Act, 1956, and in terms of the Scheme, the Transferor Company and the property, rights and powers concerning the same will be transferred to and vest in the Transferee Company without any further act or deed - CO. PET. NO.653/2013 - - - Dated:- 26-3-2014 - Mr. Vibhu Bakhru, J. Mr Abhishek Seth, Mr Abhixit Singh, Mr Rajeev Kumar and Mr Rahul Raj, Advocates for the Petitioners. Mr Atma Sah Asstt. Registrar of Companies appearing for Regional Director. Mr Rajiv Bahl Advocate for Official Liquidator ORDER 1. This is a second motion petition filed under Sections 391-394 of the Companies Act, 1956 (hereinafter referred to a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or, Northern Region and Official Liquidator and a copy of the Petition was directed to be served upon the Registrar of Companies. Further, the citations were also directed to be published in Business Standard (English, Delhi Edition) and Dainik Bhaskar (Hindi, Delhi Edition). An affidavit of service and publication has been filed showing compliance regarding service of the petition on the Regional Director, Northern Region, the Registrar of Companies and the Official Liquidator, and also regarding publication of citations in the aforesaid newspapers. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the affidavit of service. 6. Pursuant to the notices issued, the Official Liquidator sou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h, 2014. In Para 4, of the Affidavit the Regional Director has observed that 100% shares are held by the foreign Companies in both the Transferor and Transferee Companies. Further the Regional Director has stated that the Petitioner Transferee Company may be asked to give an undertaking with regard to all compliances from the Reserve Bank of India and under FEMA for transactions involving foreign bank/entities. 10. In response to the above mentioned observations, an affidavit dated 24th March, 2014 has been filed by Mr. Mahesh Gupta, authorized signatory of the Petitioner Companies, wherein it is undertaken by the Petitioner Transferee Company that it would comply with all the applicable statutes, regulations and guidelines including as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Registrar of Companies would also not reflect the correct position. The learned counsel for the petitioner states that no prejudice would be caused to any person on account of the appointed date being 01.04.2011. He states that the transferor companies are and have always been profit making companies and accordingly, there will also be no tax benefit that would accrue on account of the amalgamation with a retrospective date. It is well settled that the shareholders have the freedom to enter into any scheme in their commercial wisdom. And, unless it is found that there is any infirmity in the procedure adopted or there is any substantial prejudice that may be caused to any person, the sanctioning of a scheme would normally not be withheld ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Balance Sheets for the year ending on 31.03.2013 with the Registrar of Companies. The respective challans issued with regard to the filing of the Annual Returns and Balance Sheets for the year ending on 31.03.2013 have been enclosed with the Affidavit dated 24.03. 2014 filed by the authorized signatory of the Petitioner Companies. 16. In view of the above said clarification, the observation made by the Regional Director no longer survives. It is clarified that the ROC would be at liberty to initiate such action for the delay in filing as may be permissible in law. 17. No objection has been received to the Scheme from any other party. Mr. Mahesh Gupta, authorized signatory of the Petitioner Companies, has filed an affidavit dated 24th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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