TMI Blog2016 (3) TMI 383X X X X Extracts X X X X X X X X Extracts X X X X ..... ral Government Standing Counsel on behalf of Mr. Devang Vyas, learned Assistant Solicitor General of India for the Regional Director and upon perusal of the reports of the Official Liquidator and the Regional Director, the reply filed on behalf of the petitioner Transferee Company and having considered the Scheme of Amalgamation together with relevant documents on record, the Court finds it appropriate to grant sanction to the present Scheme of Amalgamation. - COMPANY PETITION NO. 39, 40 of 2015, COMPANY APPLICATION NO. 10, 11 of 2015 - - - Dated:- 3-2-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MR NAVIN K PAHWA FOR THAKKAR AND PAHWA, ADVOCATES, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN FOR MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1. The present petitions are filed under the provisions of Sections391 to 394 of the Companies Act, 1956 seeking the sanction of this Court for the Scheme of Amalgamation of Intelliswift Consultancy Services Private Limited with Intelliswift Software (India) Private Limited. 2. Intelliswift Software (India) Private Limited, the Transferee Company, filed Company Application No.10 of 2015 seeking dispensation of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... With regard to the observation contained in paragraph-2(c), it is submitted that the provisions with regard to the presentation of the Scheme and sanction thereof is contained in Sections391 to 394 of the Companies Act, 1956. The analogous provisions contained in the Companies Act, 2013 have yet not come into force. Rule-12(2) of the Companies (Registration Offices and Fees) Rules, 2014 would have no application in the facts of the present case. It is further submitted that without admitting that there is any lapse on the part of the petitioners to comply with these Rules, both the Companies have uploaded Form GNL1 on 27.01.2016 on the MCA portal. 9. With regard to the observation contained in paragraph-2(d), it is submitted that the declaration made by the Transferor Company is correct and is taken from the records. It is, however, submitted that through an inadvertent mistake, the declaration records the number of shares as 9990, whereas the actual number of shares is 9999. 10. With regard to the observation contained in paragraph-2(e), it is submitted that the Transferor Company does not have any employee and therefore, no provision is made in that regard in the Scheme. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sets in the year 201314 and there is no impairment of the assets. No compliance of AS28 is thus necessary in the facts of present case. v. The fourth observation is with regard to payments to MSMEs. It is submitted that no amount is payable by the petitioner Transferee Company to any MSMEs. It is therefore submitted that there is no violation of any provision of Micro, Small and Medium Enterprises Development Act, 2006. vi. The seventh observation is with regard to the alleged non compliance of above referred accounting standards. It is submitted that the petitioner Company has not made any violation of any accounting standards and the observation contained in this paragraph is therefore misconceived. 14. The petitioner-Transferee Company has also given a detailed explanation with regard to alleged violations of Companies Act by the Transferor Company as under: a. The first observation is to the effect that the petitioner Transferor Company is indulging into activities which are not as per the objects of the Company. It is submitted that this observation is misconceived in as much as Transferor Company is not engaged in any finance business, as alleged. Moreover, durin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ated 09.06.2015 in respect of the Transferor Company making only one observation and that is with regard to the treatment of employees of the Transferor Company. In this regard, it is submitted that the petitioner company has already clarified this aspect in its response to report of the Regional Director. It is stated that the Transferor Company does not have any employee and therefore, no provision is made in that regard in the Scheme. The report however confirms that the affairs of the Transferor Company are not conducted in a manner prejudicial to the interest of its members or to the public interest. The Official Liquidator, however, has requested this Court to direct the petitioner-Transferor Company to preserve its books of accounts, papers and records and not to dispose of the records without the prior permission of Central Government under Section 396A of the Companies Act, 1956. 19. Having heard Mr. Navin K. Pahwa, learned counsel for the petitioner companies, Mr. Kshitij Amin, learned Central Government Standing Counsel on behalf of Mr. Devang Vyas, learned Assistant Solicitor General of India for the Regional Director and upon perusal of the reports of the Official L ..... X X X X Extracts X X X X X X X X Extracts X X X X
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