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TMI Blog2016 (8) TMI 569X X X X Extracts X X X X X X X X Extracts X X X X ..... eror Company with Amigos Finserve Private Limited, the Transferee Company; proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that both these companies belong to the same group of management. The Board of Directors of these Companies thought it appropriate to amalgamate them for synergic benefits. It is envisaged that proposed amalgamation will result into consolidation of resources and optimum utilization of the same would be advantageous to the stakeholders of the company. Amalgamation shall be beneficial from financial as well as administrative perspective. The petitions provide the details of the benefits envisaged out of the proposed Scheme. 3. It has been submitted that vide orders dated 18th Apri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 they have not been conducted in any manner prejudicial to the interest of the members or public interest, hence the petitioner transferor company may be dissolved without following the process of winding up. However, the Official Liquidator has sought directions to be issued to preserve the books of accounts, papers and records and not to dispose of the same without prior permission of the Central Govt. as per the provisions of Section 396 (A) of the Companies Act, 1956. Accordingly, the Transferee Company is hereby directed to pres ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ehul Khatsuriya & Associates, Chartered Accountants. In this regard, it has been submitted that both the companies are private limited companies and the shares 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. (iii) The observation of the Regional Director made vide para 2(d) of the said affidavit pertains to the compliance of the Accounting Standard - 14 ('AS - 14') to be followed by the Transferee Company while passing the Accounting entries upon Scheme being ef ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r of Companies as confirmed by para 2 (f). The Regional Director has vide the observation 2 (g) 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. 8. At this stage, attention of the court is drawn to the second affidavit dated 4th August 2016 filed by Mr. Jatinder Kumar Jolly, the Regional Director, North Western Region placing on record the communications dated 27th July 2016 received from the Income Tax Dept. in response to the aforesaid letter dated 18th May 2016. Since the same has been served upon the advocate of the petitioner company on 11th August 2016, oral submissions ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... id to the learned Standing Counsel appearing for the Central Govt. Costs to be paid to the Office of the Official Liquidator is quantified at Rs. 7,500/- per petition payable only by the Transferor Company. The same may be paid to the Office of the Official Liquidator. 12. The petitioner companies are further directed to lodge a copy of this order, the detailed schedule of immovable assets of the Transferor Company as on the date of the 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 from the date of the order. 13. The Petitioner companies are directed to file a copy of this order a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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