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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 ..... 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 petitions are in relation to a common Scheme, they were heard together and are disposed of by this common judgment. 4 The Transferor Company has its registered office situated at Office No.4, Oxford Tower Complex, 2nd Floor, Gurukul Road, Memnaga ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 15, 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 consideration and sanction of this Court. 10 These Petitions were admitted by orders dated 29th October,2015. The public notices for the same were duly advertised in the newspapers "Indian Express" English daily, Ahmedabad Edition, and "Jansatta", Gujarati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ver 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 Standard 14, whereby the difference between the amount recorded as Share Capital issued and the amount of Share Capital of the Transferor Company will be credited in the Reserve account if the amalgamation is accounted for under the pooling of interests metho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itioner 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 Scheme, the Scheme appears to be fair and reasonable and is not violative of any provisions of law. Nor is it contrary to public policy. As noticed earlier, none has come forward to oppose the Scheme. All requisite statutory compliances have also been substantially fulfill ..... X X X X Extracts X X X X X X X X Extracts X X X X
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