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TMI Blog2016 (3) TMI 930X X X X Extracts X X X X X X X X Extracts X X X X ..... any, 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 from the date of the order. - COMPANY PETITION NO. 329 of 2015 In COMPANY APPLICATION NO. 282 of 2015 - - - Dated:- 26-2-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MR PAVAN S GODIAWALA, ADVOCATE FOR THE RESPONDENT : MR. KSHITIJ AMIN, CENTRAL GOVERNMENT STANDING COUNSEL FOR MR DEVANG VYAS, ADVOCATE ORAL ORDER 1 The present Company Petition has been filed by the Petitioner Transferor Company, which is a wholly owned subsidiary of Styrolution ABS (India) Limited, the Transferee Company, seeking a prayer fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ties and Exchange Board of India Circular No. CIR/CFD/DIL.8/2013 dated 21.05.2013 as specifically contained in clause 18.13 of the Scheme as was produced with the application. This Court upon considering the documents and averments allowed the application of Styrolution ABS (India) LimitedTransferee Company and passed the order on application on 21.09.2015. The said order is produced by the Petitioner at Exhibit D . 4 The present Petition by the Transferor Company came to be filed on 24.09.2015 and was admitted on 29.09.2015. Notice was directed to be issued on the Regional Director and Official Liquidator and publication of the notice of the petition was ordered in two newspapers, namely the English daily newspaper Indian Express , Va ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... also filed his affidavit dated 15.02.2016 and made observations at paragraph 2(d), wherein it is stated that the Transferee Company is listed with BSE and NSE and from the copy of the two letters issued by both Stock Exchanges to the Transferee Company and as revealed from the letters of BSE and NSE, the Company is required to duly comply with various provisions of the circulars of SEBI. The SEBI circular requires the listed company to obtain NOC from SEBI also, apart from the Stock Exchanges, where the shares are listed for approval of any Scheme of Amalgamation /Reduction etc. Further, it is submitted that the SEBI circular is applicable and is required to be complied with. Directions are sought that the petitioner company comply with the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion (liability in respect of payment of income tax due must be fixed) at the time of amalgamation. It is submitted that, case of Styrolution ABS (India) Limited has been selected for scrutiny for AY 201314. It is submitted that, no reply has been received from the Income Tax Department in respect of the Transferor Company. The Regional Director has sought compliance of the Income Tax Act and Rules in the matter. 11 At paragraph 2(h) it is submitted that, report of the Office of the Registrar of Companies, Ahmedabad, Gujarat has been received and as per the said report, there are no complaints against the Petitioner companies including any complaint/representation against the Scheme of Amalgamation of the petitioner companies. Further at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is undertaken that the Transferee Company, being a holding company of the Petitioner, has duly complied and shall comply with the guidelines of FEMA and RBI in future. 15 In respect of the observation about following Accounting Standard14, it is submitted at paragraph 4 that AS 14 is already in compliance. The treatment suggested by the Office of the Regional Director is applicable if the amalgamation is in the nature of purchase. The petitioner has also quoted the clause 14.1.1 of the Scheme, as well as clause No. 14.1.3 thereof and stated that, as per paragraph 16 of Accounting Standard 14Accounting for Amalgamation (AS 14) , if the amalgamation is an amalgamation in the nature of merger , the identify of the reserves is preserved a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Accounting Standard 14. 16 At paragraph no.5 it is submitted that there is certain demand i.e. outstanding Income Tax Liability and as the Transferee Company is going to remain in existence and is an going concern, the liabilities if any, shall be duly discharged. It is undertaken that there shall be compliance of the Income Tax Act and Rules. 17 The Petitioner, at paragraph 6 of the reply has submitted that there are no other observations and the Petitioner and Transferee holding 100% shareholding through its nominee shareholders unequivocally undertake to comply with the law and hence the prayers as prayed in the petition is required to be granted. 18 Further, the requirement as sought in the report of the Official Liquidator ..... X X X X Extracts X X X X X X X X Extracts X X X X
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