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TMI Blog2016 (6) TMI 806X X X X Extracts X X X X X X X X Extracts X X X X ..... to a Scheme of Amalgamation of three Transferor Companies viz. Tapti Machines Limited, Pelican Packers Limited and Amtrex Ambience Limited with Marg Trading Limited, proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that all these companies belong to the same group of management and are not operative for some time. The Board of Directors of these Companies thought it appropriate to amalgamate them for synergic benefits. It is envisaged that consolidation and integration of their resources shall help to reduce the operative and administrative costs and thus be beneficial for the Transferee Company. 3. It has been submitted that vide orders dated 2nd February 2016 passed in Co. Applications No. 44, 45 & ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he scheme were filed by these companies which were admitted on 23rd March 2016. The notice for the hearing of the petitions were duly advertised in the newspapers being 'Indian Express', English daily and 'Gujarat Samachar', Gujarati daily both Ahmedabad editions of 8th April 2016 and the publication in the Government gazette was dispensed with as directed in the said orders. Affidavits dt. 21st April 2016 confirm the same. No one has come forward with any objections to the said petitions even after the publication and the same has been further confirmed by the common additional affidavit dated 10th June 2016. 6. Notice of the petitions has been served upon the Office of the Official Liquidator for the Transferor companies. The reports dat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby some observations are made. 8. The attention of this court is drawn to the Additional Affidavit dated 10th June 2016 filed by Mr. Devanshu Desai, the Authorised Officer of the Petitioner Companies, whereby all the above issues have been dealt with. I have further heard submissions made by the learned counsel appearing for the Central Govt. and Mrs. Swati Soparkar, learned advocate appearing for the petitioners as follows: (i) It has been submitted that observations made vide para 2(a), (b) and (c) are factual statements and do not require any response. (ii) The observation made vide para 2(d) pertains to the discrepancy in the addresses of the Regis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e same, it is not necessary to issue any further directions to the petitioners. (iv) The observation of the Regional Director made vide para 2(f) pertains to clause 10 (iv) of the Scheme, dealing with the proposed Accounting Treatment in the books of the Transferee Company. The Regional Director has sought the strict compliance with AS14. In this regard, it has been submitted that clause 10 (i) of the Scheme has already envisaged the compliance of the aforesaid standard and the treatment proposed under clause 10(iv) is not in contravention of the said standard. Further, the Regional Director has sought an undertaking that reserves so created, if any, shall not be available for distribution of dividend. In this regard, it has been pointed o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l Director has vide the observation 2 (i) confirmed that it has no other objection except the above and further confirmed that the proposed Scheme is not prejudicial to the interest of the shareholders of the petitioner companies and the public at large. 9. Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits, undertakings provided vide the additional affidavit dated 10th June 2016, and considering the Judgment relied upon, I am satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. I have come to the conclusion that the present scheme of amalgamation is in the interest of its shareholders and creditors as ..... X X X X Extracts X X X X X X X X Extracts X X X X
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