TMI Blog2012 (9) TMI 1035X X X X Extracts X X X X X X X X Extracts X X X X ..... heth For Singhi Co For the Respondent: Mr Ps Champaneri, Learned Assistant Solicitor General COMMON ORAL ORDER 1. These petitions have been filed by the Petitioner Companies under Sections 391 and 394 of the Companies Act, 1956 ('the Act', for short) seeking sanction of the Scheme of Amalgamation of Aditya Corpex Private Limited, Ambitious Tradelinks Private Limited, Anand Trade-Movers (Gujarat) Private Limited, Hinduja Exports Private limited, Midex Overseas Limited, Nabh Tradelink Private Limited and Surya-Rath Tradelinks Private Limited with Milestone Tradelinks Private Limited. 2. The Petitioner of Company Petition No.113 of 2012 i.e. Milestone Tradelinks Private Limited had filed an application in this Court being Company Application No.208 of 2012 for dispensing with the convening and holding of the meetings of the Equity Shareholders, Preference Shareholder and Unsecured Creditor of the Petitioner Company. It was also prayed that this Court be pleased to dispense with the separate procedure to be followed under the provisions of the Act for the purpose of reduction of Preference Share Capital as the same forms an integral part of the Sche ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he requirement of holding of the meetings of the Equity Shareholders and Preference Shareholder in view of the consent affidavits of the Equity Shareholders and Preference Shareholder. This Court further noted that there are no Secured Creditors and Unsecured Creditors of the Petitioner Company. 6. The Petitioner of Company Petition No.117 of 2012 i.e. Hinduja Exports Private Limited had filed Company Application No.212 of 2012 in this Court for requisite directions for dispensing with the convening and holding of the meetings of the Equity Shareholders and Unsecured Creditors of the Petitioner Company. This Court, vide its order dated 09.05.2012 in Company Application No.212 of 2012, had dispensed with the requirement of holding of the meetings of the Equity Shareholders and Unsecured Creditors in view of the consent affidavits of the Equity Shareholders and Unsecured Creditors. This Court further noted that there are no Secured Creditors of the Petitioner Company. 7. The Petitioner of Company Petition No.118 of 2012 i.e. Midex Overseas Limited had filed Company Application No.213 of 2012 in this Court for requisite directions for dispensing with the convening and holdin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Limited, Anand Trade-Movers (Gujarat) Private Limited, Hinduja Exports Private Limited, Midex Overseas Limited, Nabh Tradelink Private Limited and Surya-Rath Tradelinks Private Limited. This Court also directed publication of the notice of the petition in the English daily newspaper Indian Express , Ahmedabad Edition and Gujarati daily newspaper Sandesh , Ahmedabad Edition. 11. Pursuant to the order dated 11.05.2012, the Petitioner Companies have published the notice of hearing of the petition in the English daily newspaper Indian Express , Ahmedabad Edition and the Gujarati daily newspaper Sandesh , Ahmedabad Edition, respectively. Affidavits have been filed on behalf of the Petitioner Companies dated 15.06.2012 confirming the publication of notices in the newspapers as directed and also of the notice of the hearing of the petition, served upon the Regional Director as well as the Official Liquidator. 12. Pursuant to the notice to the Official Liquidator in respect of Aditya Corpex Private Limited, Ambitious Tradelinks Private Limited, Anand Trade-Movers (Gujarat) Private Limited, Hinduja Exports Private Limited, Midex Overseas Limited, Nabh Tradelink Private Limited ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... observations made hereinabove, there appears to be no other objection to the proposed Scheme of Amalgamation which, as stated, does not appear to be prejudicial to the interest of the shareholders of the Company and the public at large. 15. An affidavit-in-reply has been filed by the Petitioner Company Milestone Tradelinks Pvt. Ltd. dated 11-07-2012, wherein it has been stated in reference to the observations made by the Regional Director, that the deviation from Accounting Standard 14 is permissible under Section 211(3B) of the Companies Act, 1956 and that the petitioner Transferee Company shall make necessary disclosures in its Financial Statements as enumerated under Section 211(3B) of the Act after the Scheme is sanctioned by this Court,therefore, no direction is required to be issued to the petitioner Transferee company to comply with the requirements of Accounting Standard 14, strictly. 16. Heard Mr. Mihir Joshi, learned Senior Advocate with Ms.Shraddha Sheth for Singhi Co., on behalf of the Petitioner and Mr.P.S.Champaneri, learned Assistant Solicitor General of India for the Central Government. 17. It is submitted by Mr. Mihir Joshi, learned Senior Advoca ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... said regime. So long as such disclosure is made, the company cannot be faulted with regard to the profit and loss account and balance-sheet being in deviation from the Accounting Standards. 21. In Sutlej Industries Ltd. (Supra), the same argument, as has been put forth by the Regional Director in the present case, was dealt with, as follows: 9. The contention of the Regional Director that arrangement/amalgamation reserve cannot be utilised for distribution to the shareholders, was not objected to by the shareholders and the meeting of shareholders unanimously approved the scheme of arrangement. I, therefore, do not see good reason to exclude para. 9.9 of Part III of the scheme. Broadly the scheme appears to be fair, reasonable, according to law and in the interest of shareholders. 22. A Division Bench of this Court, in O.J.Appeal No.31 of 2012 and connected matters, vide judgment dated 30-07-2012 has held as under: 7.6 Considering the various case laws, it is clear that the reserve can be utilized for the purpose of declaring dividends. Since, aforesaid aspect was not pointed out to the learned Counsel for the appellant, either at the time of hearing ..... X X X X Extracts X X X X X X X X Extracts X X X X
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