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2015 (3) TMI 115 - HC - Companies LawApplication for amalgamation under Section 391(2) to 394 of the Companies Act, 1956 - The Regional Director observations regarding compliance of Section 117 & Section 394 of Companies Act ,2013 and Treatment of asset & liabilities with compliance of AS-14 issued by ICAI It is submitted that commercial production of the transferor company has not been started and no profit and loss account has been drawn till date and also the company does not have any reserve and surplus in the balance sheet. It is also submitted that since the share exchange ratio is fixed at 1:1, no surplus shall arise post amalgamation. However it is submitted, surplus, if accrues, shall be transferred to capital reserve and the scheme shall be amended accordingly as may be directed by this Court. According to the learned counsel for the petitioners, the observation made in paragraph 2(a) of the affidavit filed by the Central Government as regards complying with the provision of Section 117 of the Companies Act, 2013 and filing of form MGT-14 is concerned, the same are not required since Clause 25 of the Articles of Association of the transferee company specifically states that the share capital can be altered by passing any Ordinary Resolution. It is further submitted for the petitioners that as stated in Clause 10.1 of the scheme of amalgamation, the authorized share capital of the transferee company shall automatically stand increased without any further act, instrument and deed on the part of the transferee company I find that observations of the Regional Director, Company Law Board, Eastern Region, Ministry of Corporate Affairs made in paragraph 2(a) of their Affidavit i.e. compliance of Section 117, are unnecessary and therefore on this aspect the submissions made by the learned counsel for the petitioners are accepted. It is held that compliance with provisions of Section 117 of the Companies Act, 2013 and filing of e-form MGT-14 are not required. -Scheme of Amalgamation approved.
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