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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 ..... 015 are hereby granted. - COMPANY PETITION NO. 352 of 2015, COMPANY APPLICATION NO. 311 of 2015, COMPANY PETITION NO. 353 of 2015, COMPANY APPLICATION NO. 312 of 2015 - - - Dated:- 5-1-2016 - SMT. ABHILASHA, J. FOR THE PETITONER : MR. BANDISH SOPARKAR, ADVOCATE FOR MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR. KSHITIJ AMIN, CENTRAL GOVERNMENT STANDING COUNSEL FOR MR DEVANG VYAS, ADVOCATE ORAL ORDER 1 These petitions have been filed by two companies for the purpose of obtaining the sanction of this court to a Scheme of Amalgamation of Urmin Marketing Private Limited, the Transferor Company, with Urmin Flavaroma Private Limited, the Transferee Company, proposed under section 391 to 394 of the Companies Act, 1956 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gazette was dispensed with, as directed in the said orders. Pursuant to the said publication in the newspapers, no objections were received by the petitioner or its advocate. The said fact has been confirmed vide the common additional affidavit dated 21st December 2015. 5 Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor Company. A report dated 22nd December 2015 has been filed by the Official Liquidator, after taking into account the report of the Chartered Accountant appointed by him out of the panel. It has been observed by the Official Liquidator that the affairs of the Transferor Company have been conducted within its object clauses and it has not been conducted in any manner prejud ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vations have been dealt with. 9 This Court has heard and considered the submissions made by the learned counsel for the respective parties. (I) The observation made vide paragraph 2(c) pertains to the proposed Accounting Treatment. It has been observed by the Regional Director that the Accounting Treatment as envisaged under clause 6.4 of the Scheme is against the requirement of accounting principles and the excess of assets over liabilities cannot be credited to the Securities Premium Account and has to be treated as Amalgamation Reserve Account. In this regard, it has been submitted that a company is entitled to prescribe under the Scheme, itself, a specific treatment to be given to its reserves. Further, Section 129(5) of the Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r calculation of Share Exchange Ratio as worked out by M/s. G.S.Mathur Co., Chartered Accountants. In this regard, it has been pointed out that both the companies are private limited companies and the share of both the companies are held by the same set of shareholders. The proposed ratio is equitable and since no public interest is involved, it is not relevant to have the working sheets for the same. The concerned shareholders have accepted the same and no one has raised any objection with regard to the fairness of the said ratio. This issue is settled by judgment dated 09.07.2015, passed by this Court in Company Petition No. 144 of 2015 in Company Application No. 132 of 2015 and connected matters, in the case of Athanas Enterprise Priva ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uantified at ₹ 7,500/per petition. The same be paid to the learned Standing Counsel appearing for the Central Government. Costs to be paid to the Office of the Official Liquidator are quantified at ₹ 7,500/per petition, payable only by the Transferor Company. The same be paid to the office of the Official Liquidator. 13 The petitioner companies are further directed to lodge a copy of this order, the schedule of immovable assets of the Transferor Company being transferred to the Transferee Company, as on the date of this order and the scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of Stamp duty, if any, on the same within 60 days f ..... X X X X Extracts X X X X X X X X Extracts X X X X
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