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2015 (3) TMI 415 - GUJARAT HIGH COURTApplication for the Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 - Regional Director observations regarding Securities Premium Account, Temporary employees, Placing on record the details of meetings of the secured creditors and unsecured creditors,Regarding the appointment date,Change in name of company and regarding NBFC activity - Submitted that Section 211(3B) of the Companies Act, 1956 provides that if the practice adopted for such accounting entry, varies from the said standard, necessary disclosure should be made in the financial statements. The Transferee company hereby undertakes that in case of deviation from the aforesaid Accounting Standard or Practice, the Transferee company shall make necessary disclosures in its First Financial Statement after the Scheme is made effective and also that the petitioner companies shall comply with the necessary Accounting Principles. Further submitted that the employees other than permanent employees that are employed by the Transferor companies are as per the contractual obligations and therefore cannot be absorbed by the Transferee company as the validity of the contract is for a specific period. In any case, the employees other than the permanent employees are automatically covered under the Scheme as all the contracts entered into by the Transferor companies which are valid as on the effective date shall be binding on the Transferee company and therefore, this becomes an automatic absorption of all the employees other than permanent employees by the Transferee company. Further submitted that the proposed Scheme does not envisages any compromise or agreement with the Secured Creditors and/or Unsecured Creditors of the Transferee company. The Transferee company shall continue to exist and carry on its commercial activities even after the Scheme is made effective. It was submitted that Clause 19 of the Scheme relates to the Change in the Name of the Company on approval of the Scheme by this Court. The petitioner companies undertake to comply with the relevant provisions of the new Companies Act, 2013 and rules thereto for Change in the Name of the Transferee company upon Scheme coming into effect. It was submitted that as the petitioner Transferee company is still engaged in the business of manufacturing and trading of pharmaceutical products as mentioned in the Memorandum of Association, the same is not ultra vires of the Memorandum of Association and also the Company will not be covered in the category of NBFC as more than 50% of the total income has been derived our of sale of pharmaceutical products. In view of above, all the observations and comments by the Regional Director made in respect of the Scheme in question have been explained and/or met with and/or do not sustain. The necessary report is produced by the official liquidator. Furthermore, from the material on record and perusal of the Scheme, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme except as mentioned above. All requisite statutory compliances are fulfilled. - Scheme of amalgamation approved.
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