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TMI Blog2016 (1) TMI 994X X X X Extracts X X X X X X X X Extracts X X X X ..... s have presented a Scheme of Arrangement in the nature of amalgamation between Jainco (India) Exports Private Limited with Gallops Motors Private Limited and their respective Shareholders and Creditors under Sections 391 and 394 of the Companies Act, 1956 and seek sanction thereof. 2 The Petitioner of Company Petition No. 362 of 2015 i.e. Jainco (India) Exports Private Limited is the Transferor Company whereas the Petitioner of Company Petition No. 363 of 2015 i.e. Gallops Motors Private Limited is the Transferee Company. Jainco (India) Exports Private Limited shall hereinafter be referred to as the Transferor Company and Gallops Motors Private Limited shall hereinafter be referred to as the Transferee Company. 3 Since the two petitio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onsent letters received from the Shareholders, Secured and Unsecured Creditors, dispensed with the requirement of holding the said meetings, by an order dated 15th October, 2015. 8 The Transferee Company had filed Company Application No. 308 of 2015, seeking dispensation of the meetings of Shareholders, as well as the Secured and Unsecured Creditors of the company in view of due consent received from them. This Court took note of the aforesaid fact and in view of consent letters received from the Shareholders, Secured and Unsecured Creditors, dispensed with the requirement of holding the said meeting, by an order dated 15th October,2015. 9 These substantive petitions were thereafter filed, placing the Scheme of Amalgamation for consid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ph 2(C) of the common Affidavit in Reply, has observed that clause 7.5 of the Scheme is not in accordance with the Accounting Standard 14 as required. According to the Regional Director, as per the requirements of Accounting Standard 14, the excess of assets over liabilities should be credited to the Amalgamation Reserve Account being of Capital Reserve nature and the shortfall, if any, should be debited to the Goodwill Account. The Regional Director has, accordingly, sought for a direction to the petitioner companies to comply strictly with the requirements of Accounting Standard 14. Mr. Rahul Dev has drawn this Court s attention to paragraph 3.2 of the Additional Affidavit, to point out that Clause 7.5 is in conformity with the Accounting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l to the interests of the Shareholders of the petitioner companies and the public at large. 17 The Official Liquidator, in his Affidavit in Reply dated 11th January, 2016, filed in Company Petition No. 362 of 2015, has stated in paragraph 16 that the affairs of the Petitioner Companies are not conducted in a manner prejudicial to the interest of its members and they may be dissolved without the process of winding up. 18 In the light of the aforesaid discussion, the observations made by the Regional Director and the Official Liquidator stand substantially addressed and hence, there does not appear to be any impediment to the grant of sanction to the Scheme of Amalgamation, inasmuch as from the material on record and on a perusal of the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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