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2016 (5) TMI 664 - PUNJAB AND HARYANA HIGH COURT

2016 (5) TMI 664 - PUNJAB AND HARYANA HIGH COURT - TMI - Sanction of the Scheme of Amalgamation - Held that:- On the consideration of all the relevant facts and the procedural requirements contemplated under Sections 391 & 394 of the Act and the relevant Rules and on due consideration of the report of the Regional Director Northern, Ministry of Corporate Affairs, New Delhi and Official Liquidator, the Scheme of Amalgamation is hereby sanctioned and as a result thereof, the assets and liabilities .....

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ing litigation for the Assessment Year 2010-11 and the transfer pricing matter in case it is decided against the company. - Company Petition No.214 of 2015 (O&M) connected with Company Petition No.199 of 2015 - Dated:- 11-4-2016 - MR. RAKESH KUMAR JAIN, J. Present:- Mr.Deepak Suri, Advocate, for the petitioner/company. Mr.Deepak Aggarwal, Advocate, with Mr.Manjit Singh, Dy. Official Liquidator. RAKESH KUMAR JAIN, J. This petition is filed under Section 391 & 394 of the Companies Act, 1956 [f .....

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ompany is at Thane (W), Maharashtra. The Board of Directors of the petitioner- Transferor Company and Transferee Company have approved the Scheme in their respective meetings held on 17.9.2015 and 08.07.2015 respectively. Earlier, the petitioner Transferor Company had approached this Court by way of Company Petition No.199 of 2015 and vide order passed on 6.11.2015 therein, holding of meetings of the Equity Shareholders and Compulsory Convertible Redeemable Preference Shareholders of the petitio .....

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f the Official Liquidator. The said order has been complied with and the affidavit of Publication has been placed on record. Pursuant thereto, report by way of an affidavit of A.K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi, dated 01.03.2016 has been placed on record, in which it is averred in Para No.9 and 11 as under: - 9. That the deponent states that the Registrar of Companies, Delhi & Haryana vide 31 of the report, ROC has stated that it has .....

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s of Section 117(3) of the Companies Act, 2013. 11. that the deponent states that the Hon ble Court may direct the Petitioner Company falling within the jurisdiction of this Hon ble Court to comply with the provisions of the Accounting Standard 14 related to the pooling of interests method as prescribed under Section 211(3C) of the Companies Act, 1956 and under Section 133 of the Companies Act, 2013 as stated in Clause 10 of the Scheme of Amalgamation. In this regard it is submitted that certifi .....

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Transferor Company at its Board meeting held on 17.9.2015 approved the Scheme of amalgamation. Accordingly, in terms of the Section 117(3) read with Section 179(3) of the Companies Act, 2013, the Transferor Company has filed such resolution (e form MGT-14) with the Registrar of Companies on 16.2.2016. Copy of the said Form and challan of payment of efiling fees is enclosed herewith as Annexure A-1 (Colly). 3. That as per Clause 10.1.1 of the scheme, the transferee shall follow the pooling of int .....

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t is further submitted that certificate from the Chartered Accountant is not required nor is it mandatory by law regarding Accounting Standard 14. The above stated explanation submitted by the Directorcum- authorised signatory of the Transferor Company meets with the queries raised by the Regional Director. The Official Liquidator in its report dated 7.4.2016 has submitted that in view of the observations of Chartered Accountant, the affairs of the Petitioner/Transferor Company have not been con .....

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r Company has pointed out para 5.2 of the Scheme, which reads as under: - All tax assessment proceedings/appeals of whatsoever nature by or against the Transferor Company pending and/or arising at the Appointed Date and relating to the Transferor Company shall be continued and/or enforced until the Effective Date by the Transferor Company. In the event of the Transferor Company failing to continue or enforce any proceeding/appeal, the same may be continued or enforced by the Transferee Company, .....

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ompany Scheme Petition No.38 of 2016. It is further submitted by counsel for the petitioner- Company that there are no investigation proceedings against the Transferor Company under Sections 235 to 251 of the Act. For the reasones mentioned hereinabove and on the consideration of all the relevant facts and the procedural requirements contemplated under Sections 391 & 394 of the Act and the relevant Rules and on due consideration of the report of the Regional Director Northern, Ministry of Co .....

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