2015 (10) TMI 2854 - HC - Companies Law

Sanction of scheme of amalgamation - HELD THAT - Pursuant to the report of the Official Liquidator, it is ordered that, the petitioner company shall preserve its books of accounts, papers and records and not dispose of the records without prior permission of Central Government as per the provisions of Section 396(A) of the Companies Act, 1956 and shall not be absolved from any statutory liability. Considering the above, it is ordered that, the scheme at Exhibit C to the petitions is hereby sanctioned. Company Petitions are allowed.

Summary

Issues:
1. Sanctioning of the scheme in Company Petition Nos. 330 of 2015 and 331 of 2015.
2. Dispensation of meetings of different classes of members.
3. Compliance with Accounting Standard 14.
4. Preservation of books of accounts, papers, and records by the petitioner company.
5. Payment of fees to the advocates and the Official Liquidator.
6. Filing and issuance of drawn-up orders.

Analysis:

1. The petitioners in Company Petition Nos. 330 of 2015 and 331 of 2015 sought sanctioning of the scheme presented with both petitions. The court allowed the prayers, and the scheme was sanctioned.

2. The petitioners also filed Company Applications No. 278 of 2015 and 277 of 2015 to dispense with the meetings of different classes of members. The court, in separate orders, dispensed with the meetings as required under Section 391(1) of the Companies Act, 1956.

3. The Regional Director raised a query regarding non-compliance with Accounting Standard 14. The petitioner undertook to comply with the requirement, and the court found that the petitioners had duly answered the query, leading to no further observations or queries.

4. Following the report of the Official Liquidator, the court ordered the petitioner company to preserve its books of accounts, papers, and records as per the provisions of Section 396(A) of the Companies Act, 1956, without disposing of them without prior permission.

5. The petitioners were directed to pay fees to the advocates and the Official Liquidator as specified in the judgment.

6. The filing and issuance of drawn-up orders were dispensed with, and all concerned authorities were instructed to act on a copy of the order authenticated by the Registrar, High Court of Gujarat within a specified timeline.

This comprehensive analysis covers the key issues addressed in the judgment, detailing the court's decisions and orders related to each matter presented before the court.