9911796707
TMI Blog2012 (6) TMI 312X X X X Extracts X X X X X X X X Extracts X X X X ..... companies have provided the consolidated financial results since 1st January 2008 to various banks for availing their facilities, it has been specifically asserted by the petitioner Company that since both the companies have been profit making companies, the scheme sanctioned with Appointed Date of 1st April 2008 shall not result in any special tax benefit to the company or any loss of revenue to the Government, thus it is not necessary to issue the directions to change the Appointed Date - Present scheme of arrangement is in the interest of its stakeholders viz. Shareholders, Creditors as well as in the public interest as amalgamation is proposed to achieve synergic benefits, administrative convenience and economies of scale and the same ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tled legal position, the separate proceeding for the Transferee Company was dispensed with vide order dated 9th November 2011 passed in Company Application No. 448 of 2011. 3. The petition gives details of the current commercial activities of both the companies. Briefly, ESBL, the Transferor Company is engaged primarily in the business of acting as consultants and brokers in relation to shares, stock, bonds, debentures, securities etc. and in Stockbroking Business. It has membership of Bombay Stock Exchange Limited (BSE). EFAL, the Transferee Company is also engaged in Stock broking Business and it has membership of National Stock Exchange of India Limited (NSE). Both the companies are profit making companies. The amalgamation is propos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... being 'Indian Express' and 'Sandesh' both Ahmedabad editions of 29th December 2011 and the publication in the Government gazette was dispensed with as directed in the said orders. Pursuant to the said publication in the newspapers, no objections were received by the petitioner or its advocate and the said fact has been affirmed in the additional affidavit dated 26th March 2012 filed on behalf of the petitioner. 6. Notice of the petition have been served upon the Official Liquidator, who appointed a Chartered Accountant out of the panel maintained by him to look into the affairs of the company. Based on the report of the said Chartered Accountant, the Official Liquidator submitted his report before this Court on 14th February 2012. Perus ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... atment proposed is not in consonance with AS-14. If the practice adopted for such accounting entry, varies from the said standard, necessary disclosure would be made in the financial statements. Placing reliance on several decisions of various High Courts, on the said issue, it is submitted that the compliance of the AS-14, if not made while passing the accounting entries, the petitioner hereby undertakes to abide by the directions that the Court may issue with regard to the said disclosures to be made in the first financial statements of the Transferee Company after the Scheme being sanctioned. ( b ) With regard to the issue of Appointed Date, it has been submitted that there is no legal bar on the choice of the Appointed Date. It is th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1st April 2008 shall not result in any special tax benefit to the company or any loss of revenue to the Government. Considering the facts and circumstances of the present case, and considering the submissions made, in my view it is not necessary to issue the directions to change the Appointed Date. 9. Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits and the submissions during the course of hearing, I am satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs do not survive. I have come to the conclusion that the present scheme of arrangement is in the interest of its stakeholders viz. Shareholders, Creditors as well ..... X X X X Extracts X X X X X X X X Extracts X X X X
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