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2016 (12) TMI 254 - HC - Companies LawScheme of Arrangement in the nature of amalgamation - Held that:- Petitioners complied with the order of publication and service. The affidavit for publication and service of notices came to be filed. The notices of the petitions came to be served on the Regional Director on 18th August, 2016 and the Official Liquidator on 17th August, 2016. Notices of the petitions came to be published in the English Daily newspaper, “Business Standard” and the Gujarati Daily newspaper, “Jai Hind”, both Ahmedabad Editions on 06.08.2016. The affidavit of compliance dated 10.10.2016, came to be filed. Upon service of notice, the Regional Director filed a common affidavit dated 25.10.2016. The Official Liquidator filed separate reports dated 16.11.2016, in the petitions of the Transferor companies. In respect of the compliance of Accounting Standard 14, as observed in the affidavit of Regional Director at paragraph 2(d), the petitioner of Transferee Company has filed an affidavit dated 24.11.2016, undertaking to comply with the Accounting Standard 14 and has submitted that, the excess of assets over liabilities, if any, shall be credited to the Amalgamation Reserve Account being of Capital Reserve nature and the shortfall, if any, shall be debited to the Goodwill Account. It is also undertaken that, the reserve so created, if any, shall not be available for distribution of dividend and the petitioner will comply with the Accounting Standard 14. Further the petitioners also undertake to comply with the Income Tax Act and Rules. Also as in the same affidavit at paragraph 2 clarified that, there are no Secured and Unsecured Creditors in the respective companies and the Petitioners have produced the certificates of the Chartered Accountant with the respective applications and upon considering the averments and submissions, the order came to be passed, dispensing with the meeting of the Equity Shareholders. There is no requirement for convening and holding the meetings of the Creditors, as there are none. There are neither Secured nor Unsecured Creditors in either of the companies and hence, there is no requirement of either obtaining consent letters or convening the meetings. The petitioners also undertake to maintain the books, accounts, registers and shall comply with the law and shall not dispose of the books and accounts without the prior approval of the Central Government. 8. Considering the explanation in the affidavit, there is no requirement for convening and holding of the meetings of the Secured and Unsecured Creditors or obtaining consent letters, as there are no creditors in either of the Companies. It is, however, directed that, the petitioner company shall preserve its books of accounts, papers and records and not dispose of the records without the prior permission of the Central Government, as per the provisions of Section 396(A) of the Companies Act, 1956 and shall not be absolved from any statutory liability. Considering the above, it is ordered that, the Scheme at Exhibit “C” to the petitions, is hereby sanctioned and the prayers made in the Company Petitions are granted.
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