9911796707
TMI Blog2016 (5) TMI 595X X X X Extracts X X X X X X X X Extracts X X X X ..... on No. 143 of 2015, this Court ordered the dispensation of the meeting of the Equity Shareholders and further ordered that this being the Transferee Company, the meeting of the Creditors is not required to be held. 3. Fine Hydrochem Private Limited, one of the Transferor Companies, filed Company Application No. 144 of 2015, seeking dispensation of the meetings of the Equity Shareholders and Unsecured Creditors of the petitioner company. By an order dated 28.4.2015, passed in Company Application No. 144 of 2015, this Court ordered the dispensation of the meetings of the Equity Shareholders and Unsecured Creditors. It is reported that there are no Secured Creditors of the petitioner company. 4. Amitech Chemicals Private Limited, another Transferor Company, filed Company Application No. 145 of 2015, seeking dispensation of the meetings of the Equity Shareholders and Unsecured Creditors of the petitioner company. By an order dated 28.4.2015, passed in Company Application No. 145 of 2015, this Court ordered the dispensation of the meetings of the Equity Shareholders and Unsecured Creditors. It is reported that there are no secured creditors of the petitioner company. 5. The petitione ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Scheme. 10. Without prejudice to the above referred contention, the learned Counsel for the petitioner has invited the attention of the Court to the observations of the Regional Director and the response, as submitted in the affidavit. The observations with regard to Amitech Chemicals Private Limited, the Transferor Company are dealt with as under : (a) With regard to the observation contained in Para 2(A)(1) of the first affidavit read with the contents of the further affidavit, it is submitted that this Company is engaged in carrying out the processing activity on job work basis. The scale of operations is small and therefore, this company is classified as MSME under Micro Small and Medium Enterprises Act, 2006. The nonreporting of these operations do not impact materially the reporting under the Directors' report and there is no impact thereof on the financial statements as well as to the stake holders. (b) With regard to the observation contained in Para 2(A)(2) of the first affidavit read with the contents of the further affidavit, it is submitted that the error in the note as mentioned in the report, is a typographical error. It is submitted that, without prejudice, t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has not made provisions for deferred tax assets as there is no reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. As per AS22, deferred tax assets should be recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. (i) With regard to the observation contained in Para 2(A)(9) and 2(A)(10) of the first affidavit read with the contents of the further affidavit, I say and reiterate that the Company has complied with the requirements of AS15, AS18 and AS22. The observation made by the Regional Director is thus not correct. 11. The observations with regard to Fine Hydrochem Private Limited, another Transferor Company are dealt with as under : (a) With regard to the observation contained in Para 2(B)(1) of the first affidavit read with the contents of the further affidavit, It is submitted that the Company has made necessary disclosures in Note no.5. Even otherwise, it is stated that during the year, the Company has been engaged only in the business of providing ser ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith regard to the observation contained in Para 2(B)(7) of the first affidavit read with the contents of the further affidavit, It is submitted that the Company has not made provisions for deferred tax assets as there is no reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. As per AS22, deferred tax assets should be recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. (g) With regard to the observation contained in Para 2(B)(8), 2(B)(9) and 2(B)(10) of the first affidavit read with the contents of the further affidavit, I say and reiterate that the Company has complied with the requirements of AS15, AS18 and AS22. The observation made by the Regional Director is not correct. 12. The observations with regard to Hema Dyechem Private Limited, the Transferee Company are dealt with as under :- (a) With regard to the observation contained in Para 2(C)(1) of the first affidavit read with the contents of the further affidavit, It is submitted that the Company is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... car loan and the office premises. The Company is a closely held Company and the disclosures suggested in the observation are neither necessary nor would that have any material impact on the stake holders. (f) With regard to the observation contained in Para 2(C)(6) of the first affidavit read with the contents of the further affidavit, It is submitted that AS15 has no application to the Small Medium Companies (SMC) to the extent of recognition and measurement principles. As far as the accrual of liability is concerned, the Company has adopted the policy of accounting the gratuity on "pay as you go" basis as reported in Note no.22(A)(l). (g) With regard to the observation contained in Para 2(C)(7) of the first affidavit read with the contents of the further affidavit, It is submitted that AS17 has no application to this Company as this Company does not fall in any of the categories to which AS17 apply. (h) With regard to the observation contained in Para 2(C)(8) of the first affidavit read with the contents of the further affidavit, It is submitted that the amount shown in Note 22(e)(B) is concerning the amount of remuneration which include the last year outstanding remunerati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the interest of their members or to the public interest. The Official Liquidator, however, has requested this Court to direct the petitioners to preserve their books of accounts, papers and records and not to dispose of the records without the prior permission of Central Government under Section 396A of the Companies Act, 1956. 14. Having heard Mr. Navin K. Pahwa, learned Counsel for the petitioner companies, Mr. Kshitij Amin, Learned Central Government Standing Counsel on behalf of Mr. Devang Vyas, Learned Assistant Solicitor General of India for the Regional Director and upon perusal of the reports of the Official Liquidator and the Regional Director, the replies filed on behalf of the petitioner Transferee company and having considered the Scheme of Amalgamation together with the relevant documents on record, the Court considers it appropriate to grant sanction to the present Scheme of Amalgamation. 15. In view of the above, the Scheme of Amalgamation is sanctioned. It is, however, directed that the Transferor Companies shall preserve their books of accounts, papers and record and shall not dispose of the records without the prior permission of the Central Government under Se ..... X X X X Extracts X X X X X X X X Extracts X X X X
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