TaxTMI 
TaxTMI 
TaxTMI 
2017 (6) TMI 654
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....t vide its order dated 29.08.2016 was pleased to dispense with the requirement of convening of meetings of the Shareholders, Unsecured Creditors and Secured Creditors of the Petitioner Companies. 3. Subsequent to the above order dated 29.08.2016, the Petitioner Companies had preferred the instant Petition before the Hon'ble High Court of Delhi which vide order dated 08.11.2016, directed the Petitioner Companies under Sections 391 to 394 of the Companies Act, 1956 read with relevant Rules of the Companies (Court) Rules, 1959 in connection with the Scheme of Amalgamation, to issue Notice in the Second Motion petition being C.P. No. 1101/2016 to the Registrar of Companies, Regional Director and the Official Liquidator. The Petitioner Companies were also directed vide said order to carry out publication in English Daily 'The Statesman' and Hindi Daily 'Veer Arjun'. An affidavit dated 10.04.2017 has been filed by the Petitioner Company confirming that notices were duly published in the English Daily 'The Statesman' and in the Hindi Daily 'Veer Arjun' on 21.12.2016. It is also submitted that since the date of publication of the Notices till the date of filing....
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....on para 31 of the reply of Registrar of Companies in which it has been observed as under: (i) The transferor Company No. 1 has not filed its statutory documents i.e. annual return and balance sheet for the financial year 2015-2016 thereby prima facie violating provisions of section 129/134/137 of the Companies Act, 2013. (ii) It has been observed from the petition that the Board of Directors of the Transferee Company have approved the proposed scheme of Amalgamation in their Board Meetings held on 02.03.2016. Accordingly, in terms of the provisions of Section 117 (1) read with Section 179 (3) of the Companies Act 2013, the company is required to file such resolution (e-form MGT-14) with the office of Regional Director within 30 days of passing the resolution whereas none of the Petitioner Companies have filed such resolution so far thereby prima facie violating the provisions of section 117(1) of the Companies Act, 2013. It's also stated that pursuant to notification dated 05.06.2015 by the MCA, private companies are exempted from compliance of provisions of Section 117(3)(g) of the Companies Act 2013. (iii) The object clause of Transferor Company No.2 reflects NBFC activiti....
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....ection 129, 134,137 of the Companies Act. Details of the annual filing have been given in paragraph 6(a) of the affidavit dated 10.04.2017. With respect to the second observation made by the Regional Director the Petitioner Company submitted that the transferee company being a public company, though is required to file the form MGT-14, yet it may have not filed it with the office of ROC unintentionally. Furthermore, it was submitted that the Company has immediately started the process of filing a form MGT-14. However, it will now require the approval of Central Government for filing of MGT-14 in view of the maximum allowable time limit of 300 days. Therefore, Transferee Company has to first file form CG-1 for Condonation of delay for filing of the aforementioned form and after getting the condonation the said form could be filed to the concerned ROC. It is submitted further that the filing of form MGT-14 is a procedural issue and is filed to intimate the ROC. The non-filing doesn't cost to the stakeholders, although the transferee company undertakes that it will duly comply with this provision. With respect to the third observation, the petitioner company submit that the compan....
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....e Regional Director, Northern Region, Ministry of Corporate Affairs and Official Liquidator whereby no serious objections save the one relating to NBFC which has also been dealt with have been raised to the proposed Scheme, there appears to be no impediment to grant sanction to the Scheme. We also accept that none of the companies fall in the definition of NBFC and do not require to be registered as such with the RBI. However, the Companies shall remain bound by the undertaking filed by all of them. Consequently, sanction is hereby granted to the Scheme under sections 391 and 394 of the Companies Act, 1956. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. 11. 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 scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. 12. While approving the scheme as above, we further clarify that this order should not be construed as an order in any way granting e....