2016 (1) TMI 585

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....r Company/ Petitioner Company) and East India Business Centre Private Limited (Transferee Company). The registered office of the Petitioner Transferor company is situated at Gurgaon, Haryana. The registered office of the Transferee Company is situated at Kolkata, West Bengal. The Memorandum and Articles of Association of the petitioner company and Transferee company have been annexed with the petition at Annexures P-3 and P-5, respectively. The Board of Directors of both the aforementioned Companies in their respective meetings held on 11.2.2015 have approved the Scheme. Copies of the same have been annexed at Annexures P-7 and P-8, respectively. Earlier vide order dated 6.4.2015, passed in CP No. 40 of 2015, this Court had disp....

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.... issue regarding procedural violations made by the petitioner company, have either been got compounded by the Companies or a specific para has been provided in the Scheme that Transferee Company shall be bound by any liability of the Transferor Company even before the effective date. She further submitted that even otherwise the violations, as have been referred to, pertained to the period prior to the year 2009. Heard learned counsel for the parties and perused the paper book. With regard to the issue of procedural violations, raised by the Regional Director, it has been provided in the Scheme and undertaken by learned counsel for the petitioners that the Transferee Company shall be bound by any liability of the Transferor Company ev....

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....the relevant authorities shall be bound to transfer to the account of and give credit for the same to Transferee Company upon the Scheme becoming effective." Still further in the affidavit dated 5.10.2015, filed by Harsh Lambah, Director of petitioner company it has been specifically stated that Petitioner Company undertakes to comply with such directions as this Court may deem fit and shall also comply with all future mandates of the statutory authorities in respect of the events of the past, subject to its legal rights. The Official Liquidator has not raised any objection to the scheme. The petitioner- company has confirmed that there is no investigations or proceedings pending against it under Sections 235 to 251 of the Companie....