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TMI Blog2016 (2) TMI 279X X X X Extracts X X X X X X X X Extracts X X X X ..... lavaroma Private Limited, the Transferee Company, proposed under section 391 to 394 of the Companies Act, 1956. 2 It has been submitted by Mr. Bandish Soparkar, learned advocate for Mrs. Swati Soparkar, on behalf of the petitioner companies that both the companies in the proposed Scheme belong to the same group of management viz. Urmin group. The Transferor Company is engaged in the business of packers and the Transferee Company is promoted with the objective of carrying on the activity of marketing and distribution of tobacco products. The Board of Directors of these Companies have proposed the amalgamation of the said companies so as to achieve consolidation of the group's business and operations and for streamlining the current organiza ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company have been conducted within its object clauses and it has not been conducted in any manner prejudicial to the interest of the members or the public interest, hence the petitioner transferor company may be dissolved without following the process of winding up. However, the Official Liquidator has sought directions to preserve the books of accounts, papers and records and not to dispose of the same without the prior permission of the Central Govt., as per the provisions of Section 396(A) of the Companies Act, 1956. 6 Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Company and not to dispose of the same without the prior permission of the Central Govt. It is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itself, a specific treatment to be given to its reserves. Further, Section 129(5) of the Companies Act, 2013 (erstwhile Section 211 (3B) of the Companies Act, 1956) also provides that if the practice adopted for such accounting entry varies from the prescribed accounting standard, the necessary disclosure should be made in the financial statements for the deviation as compared to the Accounting Standard. The said issue has already been settled by several decisions of various High Courts, including this Court. The petitioner has undertaken that in case of deviation from the aforesaid accounting standard or practice, the Transferee Company shall make the necessary disclosures in its first financial statements after the Scheme is made effecti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any Application No. 132 of 2015 and connected matters, in the case of Athanas Enterprise Private Limited. (III) The next observation of the Regional Director vide paragraph 2(e), pertains to the letter dated 5th November 2015, sent by the Regional Director to the Income Tax Department inviting objections, if any. Since the statutory period of 15 days, as envisaged by the relevant circular of the Ministry of Corporate Affairs is over, it can be presumed that the Income Tax Dept. has no objection to the proposed Scheme of Arrangement. The petitioner companies have agreed to comply with the applicable provisions of the Income Tax Act and rules. In view of the same, no further directions are required to be issued to the petitioner companies i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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