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TMI Blog2016 (7) TMI 786X X X X Extracts X X X X X X X X Extracts X X X X ..... PANY PETITION NO. 256 of 2016 In COMPANY APPLICATION NO. 242 of 2016 - - - Dated:- 15-7-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN, ADVOCATE for MR DEVANG VYAS, ADVOCATE ORAL ORDER 1. These are the petitions filed by four companies, for the purpose of obtaining the sanction of this court to a Composite Scheme of Arrangement in the nature of Amalgamation of Sarvagnya Enterprises Private Limited with Saumya Construction Private Limited, Demerger of Real Estate Undertaking of Saumya Construction Private Limited to Agnya Holdings Private Limited, amalgamation of Residue Undertaking of Saumya Construction Private Limited to Apus Investments Private Limite ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... osed scheme, being placed on record. 5. In case of the Resulting Company as well as the Transferee Company, vide the respective orders dated 6th May 2016 passed in Company Applications no. 241 and 242 of 2016, the meetings of the Equity and/or Preference Shareholders as well as Unsecured Creditors of these companies were dispensed with in view of the written consent letters from all of them, approving the proposed scheme, being placed on record. There are no Secured Creditors of these companies. 6. Attention of the court is drawn to Clause 8 of the Scheme, whereby it is envisaged that the shares of Saumya Construction, the Petitioner Transferee Company as held by Sarvagnya Enterprises, the Transferor Company1 shall stand cancelled as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he said petitions even after the publication and the same has been further confirmed by the additional affidavit dated 13th July 2016. 8. Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor companies. The reports dated 13th July 2016 have 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 Companies have been conducted within their respective object clauses and they have not been conducted in any manner prejudicial to the interest of the members or public interest, hence the petitioner transferor companies may be dissolved ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , 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 Accounting Treatment proposed under the Scheme and strict compliance of AS14 is proposed to be directed. It has been submitted on behalf of the petitioners that under clause nos. 6.1 and 27.1 of the Scheme it has been specifically envisaged that the AS14 and Pooling of Interest Method shall be followed for the purpose of recording the transferred assets in the books of the respective Transferee Company. It has been further submitted that the said cannot be made applicable to the proposed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpliance with Section 13 of the Companies Act, 2013 as it is proposed as an integral part of the scheme. (v) The observation of the Regional Director made vide para 2(g) pertains to the letter dated 24th June 2016 sent by the Regional Director to the Income Tax Department to invite their objections, if any. Since no reply is received from the said department within the statutory period of 15 days as envisaged by the relevant circular of the Ministry of Corporate Affairs, 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to be paid to the Central Govt. Standing Counsel is concerned, I quantify the same at ₹ 7,500/- per petition. The same may be paid to the learned Standing Counsel appearing for the Central Govt. Costs to be paid to the Office of the Official Liquidator is quantified at ₹ 7,500/- per petition payable only by the Transferor Companies. The same may be paid to the Office of the Official Liquidator. 14. The petitioner companies are further directed to lodge a copy of this order, the detailed schedule of immovable assets of the Demerged Undertaking of the Demerged Company and respective Undertakings of the Transferor Companies as on the date of the order and the Scheme duly authenticated by the Registrar, High Court of Gujarat, wi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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