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TMI Blog2016 (4) TMI 1408X X X X Extracts X X X X X X X X Extracts X X X X ..... CO.PET. 611/2015 - - X X X X Extracts X X X X X X X X Extracts X X X X ..... .e. petitioner no.17/transferee company) under Section 391 and 394 of the Companies Act, 1956 (hereafter referred to as the Act) for approval of the scheme of amalgamation (hereafter referred to as the scheme). 1.1 The transferor companies and transferee company, as referred to above, will hereafter be collectively referred to as the petitioners. Furthermore, transferor company nos. 1 to 16 will hereafter be conjointly referred to as transferor companies. 1.2 The transferor company no. 5 was originally incorporated on 14.02.2006 under the name and style: Epitome Technopark Private Limited, in consonance with the provisions of the Act. Thereafter, with effect from 04.06.2008, the name of the transferor company no. 5 was changed to its pres ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... against them, under Sections 235 to 251 of the Act or the corresponding provisions of the Companies Act, 2013, to the extent notified. 5. To recapitulate, the petitioners had, in the earlier round filed an application (i.e. the first motion), being: CA(M) No. 118/2015, whereby, a prayer had been made for dispensing with, the requirement of convening meetings of the shareholders and creditors (secured and unsecured) of the petitioners. This court vide order dated 13.08.2015, having regard to the fact that all the shareholders of the petitioners and all the secured creditors of the transferor company no 5. and the transferee company had given their consent to the scheme, dispensed with the requirement of convening meetings, as prayed. 5.1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 394 A of the Act. In the affidavit/report, the RD relied upon the general circular bearing no. 53/2011, dated 26.07.2011 and the circular bearing no. 1/2014, dated 15.01.2014. Based on the directions contained in the said circulars, the RD, sent communications to the ROC and the Income Tax Department (I.T. Department) seeking their response to the scheme. However, no comment/response of the I.T. Department has, apparently, been received in the matter. 7.1 The RD, evidently, has received information from the ROC vide communication dated 01.01.2016 which is indicative of the fact that the ROC has not made any adverse comments qua the scheme. 7.2 Therefore, in so far as the RD is concerned, there are no objections taken by him to the scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ore, as per clause 2.11 of the scheme, the transferor companies shall stand dissolved without being wound up. 11. In addition to the above, in terms of clause 3.3.2 of the scheme, the transferee company is obliged to follow the pooling of interest method as prescribed in Accounting Standard 14, as notified under Companies (Accounting Standards) Rules 2006. 12. In terms of the provisions of Section 391 and 394 of the Act, and in consonance with clause 2 of the scheme, the entire business, properties, assets, rights, title and interests of the transferor companies will stand transferred to and / or vest in the transferee company without any further act or deed. Similarly, in terms of the scheme, all debts, liabilities, duties and obligation ..... X X X X Extracts X X X X X X X X Extracts X X X X
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