2016 (12) TMI 1562

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....e of Amalgamation (Annexure P-1) [for short 'the Scheme']. The Registered Office of the Transferor and Transferee Company is situated at Faridabad, Haryana. The Board of Directors of both the Transferee and Transferor Company have approved the Scheme in their respective meetings held on 08.10.2015 respectively, vide Resolutions at Annexure P-2 & P-3. Earlier, both the Transferor and Transferee Companies had approached this Court by way of a Company Petition No.207 of 2015 and vide order dated 01.12.2015 passed therein, holding of meetings of the Equity Shareholders, Secured and Unsecured Creditors of the Petitioner-Transferor and Transferee Company were dispensed with and the Ist Motion petition was disposed of accordingly. Notice of th....

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....and furnish his report. 11. That the deponent states that query letter issued by this Directorate vide letter No.6/19/T-3/2016/12911 dated 25.02.2016 has been returned by postal authorities with remarks "on inquiry in the village of addressee, the addressee could not be traced". In this regard also Registrar of Companies Delhi has been instructed to take up the matter with the company for nonmaintenance of registered office and furnish his report. 13. That the deponent states the Hon'ble Court may direct the Petitioner Companies to comply with the provisions of the Accounting Standard 14 as prescribed under Section 211(3C) of the Companies Act, 1956 and under Section 133 of the Companies Act, 2013 as stated in clause 4 of the Scheme of ....

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....at para No.11 of the affidavit of the Regional Director, Northern Region, it has been stated that, its good offices sent a query letter vide its letter No.6/19/T-3/2016/12911 dated 25.02.2016, which has been returned by the postal authorities with remarks "on inquiry in the village of addressee, the addressee could not be traced". In response to the said query, the Transferee Company has filed an affidavit dated 6th April, 2016, stating that the Transferee Company is maintaining the registered office as per the provisions of Section 12 of the Companies Act, 2013 and that any letter or correspondence for the Transferee Company is being received at its registered office address only. The Transferee Company has kept caretakers on its registere....

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....umar, Director of the Transferee Company and Dharam Pal, Whole Time Directors of the Transferor Company in their affidavits dated 17.5.2016 and 15.11.2016, respectively, meets with the queries raised by the Regional Director. It is further submitted by counsel for the petitioner-Companies that no proceedings under Sections 235 to 251 of the Act are pending against the petitioner-Companies. Thus, for the reasons mentioned hereinabove and on the consideration of all the relevant facts and the procedural requirements, contemplated under Sections 391-394 of the Act, the relevant Rules and on due consideration of the report of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi and the Official Liquidator, the Sche....