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3. Galwalia Ispat Udyog Pvt. Ltd. ? No. 3/transferee Company -and 3. Galwalia Ispat Udyog Pvt. Ltd. ? No. 3/transferee Company v.

3. Galwalia Ispat Udyog Pvt. Ltd. ? No. 3/transferee Company -and 3. Galwalia Ispat Udyog Pvt. Ltd. ? No. 3/transferee Company v.

(National Company Law Tribunal)

C.P. No. 572 Of 2016 And Company Application (Main) No. 51 Of 2016?? | 12-12-2017

1.That all the property, rights and powers of the transferor companies in respect of demerged business 1 & demerged business 2 as contemplated in the Scheme, be transferred without further act or deed to the transferee company and accordingly the same shall pursuant to Section 232 of the Act, be transferred to and vest in the transferee company for all the estate and interest of the transferor company in respect of demerged businesses 1 & 2 therein but subject nevertheless to all charges now affecting the same; and.

2.That all the property, rights and powers of the transferee company in respect of demerged business 3 as contemplated in the Scheme, be transferred without further act or deed to the transferor company no. 1 and accordingly the same shall pursuant to Section 232 of the Act, be transferred to and vest in the transferor company no. 1 for all the estate and interest of the transferee company in respect of demerged business 3 therein but subject nevertheless to all charges now affecting the same; and.

3.That all the liabilities and duties of the transferor companies in respect of demerged business 1 & 2, be transferred without any further act or deed to the transferee company and accordingly the same shall pursuant to Section 232 of the Act, be transferred to and become the liabilities and duties of the transferee company; and.

4.That all the liabilities and duties of the transferee company in respect of demerged business 3, be transferred without any further act or deed to the transferor company No. 1 and accordingly the same shall pursuant to Section 232 of the Act, be transferred to and become the liabilities and duties of the transferor company No. 1; and.

5.That all proceedings now pending by or against the transferor companies in respect of demerged businesses 1 & 2 be continued by or against the transferee company; and.

6.That all proceedings now pending by or against the transferee company in respect of demerged businesses 3 be continued by or against the transferor company no. 1; and.

7.That the Transferee Company do without further application allot to such members of the Transferor Companies, as is required by Scheme of Arrangement herein the shares in the transferee company to which they are entitled under the said Scheme of Arrangement; and.

8.That the Transferor Company No. 1 do without further application allot to such members of the Transferee Companies, as is required by Scheme of Arrangement herein the shares in the transferor company No. 1 to which they are entitled under the said Scheme of Arrangement; and.

9.That petitioner companies shall within thirty days of the date of the receipt of this order cause a certified copy of this order to be delivered to the concerned Registrar of Companies for registration and on such certified copy being so delivered the Registrar of Companies shall place all documents relating to the demerged businesses No. 1, 2 and 3 of the respective demerged companies to the respective transferee companies and register the same on the file kept by him in relation to the respective transferee companies as contemplated in the Scheme.

10.That any person interested shall be at liberty to apply to the Tribunal in the above matter for any directions that may be necessary.

Let the Copy of the Order be served to the parties.

Advocate List
  • For Petitioner : Rajeev K. Goel, Advocate
  • For Respondent : The Order of the Court was delivered by
Bench
  • R. VARADHARAJAN, MEMBER
  • S.K. MOHAPATRA, MEMBER TECHNICAL
Eq Citations
  • LQ/NCLT/2017/12764
Head Note

Companies Act, 1956 — Ss. 391, 392 and 394 — Scheme of arrangement — Scheme of demerger — Transfer of property, rights and powers of transferor companies in respect of demerged business 1 & 2 and demerged business 3 to transferee company and transferor company no. 1 respectively — Directions issued