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TMI Blog2015 (3) TMI 115X X X X Extracts X X X X X X X X Extracts X X X X ..... However it is submitted, surplus, if accrues, shall be transferred to capital reserve and the scheme shall be amended accordingly as may be directed by this Court. According to the learned counsel for the petitioners, the observation made in paragraph 2(a) of the affidavit filed by the Central Government as regards complying with the provision of Section 117 of the Companies Act, 2013 and filing of form MGT-14 is concerned, the same are not required since Clause 25 of the Articles of Association of the transferee company specifically states that the share capital can be altered by passing any Ordinary Resolution. It is further submitted for the petitioners that as stated in Clause 10.1 of the scheme of amalgamation, the authorized share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orhat-785001. Approval/sanction of the Court is sought in respect of the scheme of amalgamation, a copy whereof is annexed to this petition as Annexure- A . 3. By this Court's order dated 7.5.2014, after seeing the reports of the meetings submitted under Rule 78 of the Companies (Court) Rules, 1959, verified by affidavits and marked collectively as Annexure-I J, held in compliance with the Court's order dated 19.2.2014 and on perusal of the petition for confirming the scheme of amalgamation in Form No.40, this petition was fixed for hearing and notices were ordered to be advertised in the Assam Tribune, Guwahati and Asomiya Pratidin , Guwahati not less than 14 days before the date fixed for hearing. Notice of the petition was ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he accounting treatment of asset and liabilities in the books of Transferee Company shall be made at their respective book values and any deficit or surplus shall be adjusted against reserves only in terms of provisions of Accounting Standard-14. However, the surplus if any, arising should be treated as general reserve since the nature of such gain/surplus has arisen out of amalgamation and not out of operational activities of the company, thereby the nature of such surplus should be capital reserve. Hence, submission is made before this Court to direct the petitioner companies to amend such para of the scheme by inserting a para that any surplus arising out of resultant acquisition of assets over purchase consideration paid shall be treate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Companies Act, 2013 and filing of form MGT-14 is concerned, the same are not required since Clause 25 of the Articles of Association of the transferee company specifically states that the share capital can be altered by passing any Ordinary Resolution. It is further submitted for the petitioners that as stated in Clause 10.1 of the scheme of amalgamation, the authorized share capital of the transferee company shall automatically stand increased without any further act, instrument and deed on the part of the transferee company. It is, however submitted by the learned counsel for the petitioners that in any case, the transferee company has already increased its authorized share capital from ₹ 1.50 crores (Rupees one crore fifty l ..... X X X X Extracts X X X X X X X X Extracts X X X X
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