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TMI Blog2016 (7) TMI 279X X X X Extracts X X X X X X X X Extracts X X X X ..... on thereof. 2. The Petitioner of Company Petition No. 188 of 2016 i.e. Heerasons Chemicals Private Limited is the Transferee Company whereas the Petitioner of Company Petition No. 189 of 2016 i.e. H L E Engineers Private Limited is the Transferor Company. Heerasons Chemicals Private Limited shall hereinafter be referred to as the Transferee Company and H L E Engineers Private Limited shall hereinafter be referred to as the Transferor Company. 3. Since the two petitions are in relation to the common scheme, they were heard together and are disposed of by this common judgment. 4. Both the Transferor Company and the Transferee Company have their registered office situated at Sur. No. 60/1, Ground Floor, Plot - 1 & 2,Near Shukan Bunglow, Opp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... holders and secured creditors of the Company and issued directions for convening the meeting of unsecured creditors of the Company. 8. The Transferee Company had filed Company Application No. 92 of 2016 seeking dispensation of the meeting of shareholders of the Company in view of due consents received from them. The Transferor Company further sought directions from this Court for convening the meeting of unsecured creditors of the Company. It was also stated that the Transferee Company does not have any secured creditors. This Court took note of the aforesaid fact and by an Order dated 16th March, 2016, dispensed with the requirement of holding the meeting of the shareholders and issued directions for convening the meeting of unsecured cre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th the Accounting Standard 14 as required. According to the Regional Director, as per the requirements of Accounting Standard 14, the excess of assets over liabilities should be credited to Amalgamation Reserve Account being of Capital Reserve nature and the shortfall, if any, should be debited to the Goodwill Account. The Regional Director has, accordingly, sought for a direction to the petitioner companies to comply strictly with the requirements of Accounting Standard 14. 15. Mr. Rahul Dev has drawn this Court's attention to Paragraph 3.2 of the Additional Affidavit to point out that Clause 18(e) of the Scheme is in conformity with the Accounting Standard 14 whereby the difference between the amount recorded as share capital issued and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... duty payable as per the applicable rules for the transfer of assets to Transferee Company on amalgamation. 18. With reference to the third observation by the Regional Director, no reply is received from the Income Tax department. Since the statutory period of 15 days as envisaged by the relevant circular of the Ministry of Corporate Affairs is over, it can be presumed that the Income Tax Department has no objection to the proposed scheme of amalgamation. However, it is directed that the Petitioner Company shall comply with the applicable provisions of Income Tax Act and Rules. 19. In light of the submissions made on behalf of the Petitioner Companies, the observations made by the Regional Director stands addressed. 20. As is apparent fr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... secured creditors, unsecured creditors of the petitioner Companies and all other agencies, departments and authorities of the Central, State and any other local authorities. 24. It is ordered that as required under section 396A of the Companies Act, 1956, the transferor company shall not dispose of or destroy their books of accounts and other connected papers without the prior consent of the Central Government and shall preserve the same. 25. The petitioner companies shall pay towards professional charges to learned Assistant Solicitor General Rs. 7,500/- each in respect of all petitions. The Official Liquidator shall be paid cost of Rs. 7,500/- in respect of petition by the transferor company being Company Petitions No.189 of 2016. 26. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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