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TMI Blog2015 (12) TMI 1723X X X X Extracts X X X X X X X X Extracts X X X X ..... l Government Standing Counsel for Mr. Devang Vyas, learned Assistant Solicitor General of India and the Official Liquidator. 2. These petitions have been filed by the two Petitioner Companies, for sanctioning of the Scheme of Amalgamation of Madura Garments Lifestyle Retail Company Limited (Transferor Company) with Aditya Birla Finance Limited (Transferee Company) (Scheme). 3. The Petitioner of the Company Petition No. 392 of 2015, i.e., Madura Garments Lifestyle Retail Company Limited, had filed an application in this Court being Company Application No. 349 of 2015, for dispensing with the convening and holding of the meetings of the Equity Shareholders, Sole Preference Shareholder, Secured Creditor(s) and Unsecured Creditors of the said ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ings of the Secured Creditors and Unsecured Creditors of the said company. This Court vide its order dated 5.11.2015 further held that no separate procedure is required to be followed for the reduction of Preference Share Capital as the same is part and parcel of the present Scheme. 5. The Petitioners, thereafter, filed Company Petition Nos. 392 and 393 of 2015, seeking sanction of the Scheme. This Court, by its orders both dated 6.11.2015 admitted the aforesaid Company Petitions and directed the issuance of notice to the Regional Director in Company Petition Nos. 392 and 393 of 2015 and directed issuance of notice to the Official Liquidator in Company Petition Nos. 392 of 2015. This Court also directed the publication of the notice of hea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d that clause 11(f) of the Scheme should be amended to comply with Accounting Standard14. It is further observed by the Regional Director in paragraph 2 (e) of the said common affidavit that this Court be pleased to direct the Petitioner Companies to undertake compliance of the Income Tax Act and Rules. 8. Mr. Sandeep Singhi, learned Advocate appearing for the Petitioner Companies, states that the one of the Petitioner Companies, namely Aditya Birla Finance Limited, has filed, necessary affidavit in reply dated 17.12.2015 to the common affidavit dated 15.12.2015 filed by the Regional Director. 9. In respect of the observations made by the Regional Director at paragraph 2(d) of the common affidavit, Mr. Singhi relies upon the judgment date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the observations made by the Official Liquidator in paragraph 18 of its report, the said company has filed its affidavit dated 17.12.2015, ensuring compliance in respect of the same. In respect of the observations made at paragraph 19 of its report, Mr. Singhi submits that the Scheme nowhere prescribes with regard to absolving the statutory liability of the Transferor Company. He further contended that the said aspects are stated on affidavit in paragraph 5. However, it is made clear by this Court that the petitioner company shall ensure compliance of all applicable terms and upon the sanctioning of the Scheme of Amalgamation the petitioner Company shall not be absolved from any of its statutory liabilities. 12. Considering the entire fac ..... X X X X Extracts X X X X X X X X Extracts X X X X
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