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TMI Blog2015 (10) TMI 601X X X X Extracts X X X X X X X X Extracts X X X X ..... tioner shall deposit cost of ₹ 50,000/- in the Common Pool Fund of the Official Liquidator – Decided in favour of the Petitioner. - Company Petition No. 588/2014 - - - Dated:- 28-8-2015 - Sudershan Kumar Misra, J. For the Petitioner : Mr. Tariq Muneer, Advocate For the official Liquidator : Mr. Rajiv Bahl, Advocate, Ms. Aparna Mudiam, Assistant Registrar of Companies for the Regional Director SUDERSHAN KUMAR MISRA, J. 1. This petition has been filed under Sections 391 to 394 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959 by the petitioner/transferor company seeking sanction of the Scheme of Amalgamation of Kohinoor Club Private Limited (hereinafter referred to as the petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 13, of the petitioner/transferor company and the transferee company, along with the report of the auditors, had also been filed. 8. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavit. It is submitted by the petitioner that the transferor company is a wholly owned subsidiary of the transferee company and the proposed Scheme will result in pooling of resources and infrastructure of the entities to their common advantage, resulting in a more productive utilization of the resources, costs and operational efficiencies, faster and effective decision, making and its implementation, which would be beneficial for a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Scheme of Amalgamation. Vide order dated 12th September, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meeting of the equity shareholders of the petitioner/transferor company, there being no secured or unsecured creditor of the petitioner company, to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation. Vide the said order, this Court also dispensed with the requirement of filing a separate petition by the transferee company. 13. The petitioner/transferor company has thereafter filed the present petition seeking sanction of the Scheme of Amalgamation. Vide order dated 24th September, 2014, notice in the petition was directe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany without any break or interruption in their services. He has further submitted that in Clause 13.1 of the Scheme, it has been stated that the transferee company shall account for the amalgamation in its books by Pooling of Interest method under the provisions of Accounting Standard-14 issued by the Institute of Chartered Accountants of India. He further submitted that in terms of Clause 15.1 of the Scheme, it has been stated that upon the Scheme becoming effective, the transferor company shall stand dissolved without the process of winding up. 16. The Regional Director, in para (v) of his report, has further submitted that both the companies have not filed their balance sheets for the financial year ending 31.03.2014. He, therefo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (Northern Region) not raising any objection to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petitioner company will comply with the statutory requirements in accordance with law. Certified copy of this order be filed with the Registrar of Companies within 30 days. It is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty as payable in accordance with law. Upon the sanction becoming effective from the appointed date of Amalgamation, that is 1st April, 2013, the transferor co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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