TMI Blog2016 (7) TMI 279X X X X Extracts X X X X X X X X Extracts X X X X ..... d:- 1-7-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : M/S WADIAGHANDY CO, ADVOCATE FOR THE RESPONDENT : MR DEVANG VYAS, ADVOCATE ORAL ORDER 1. The Petitioner Companies have presented a Scheme of Arrangement in the nature of amalgamation between H L E Engineers Private Limited with Heerasons Chemicals Private Limited and their respective shareholders and creditors under Sections 391 and 394 of the Companies Act, 1956 and seek sanction 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 Lim ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eror Company had filed Company Application No. 93 of 2016 seeking dispensation of the meetings of shareholders and the secured creditors 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. This Court took note of the aforesaid fact and by an Order dated 16th March, 2016, dispensed with the requirement of holding the meetings of the shareholders 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 i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has made certain comments and observations. 13. Heard Mr. Rahul Dev, learned advocate on behalf of M/s Wadia Ghandy Co., learned advocates for the Petitioner Companies and Mr. Devang Vyas, learned Assistant Solicitor General for the Regional Director in both the petitions and the Official Liquidator in Company Petition No.189 of 2016. 14. The Regional Director in Paragraph 2(c) of the Common Affidavit in Reply has observed that clause 18(e) of the Scheme is not in accordance with 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 s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... all be changed to M/s H L E Engineers Private Limited. The Regional Director, has according sought directions from this Court to the Transferee Company to comply with the relevant provisions of Companies Act in this regard. Mr. Rahul Dev submits that the Petitioner Companies undertake to comply with the relevant provisions of the Companies Act for payment of applicable fees/charges for alteration of the name of the Transferee Company. The Petitioner Companies also undertake to pay the stamp 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and reasonable and is not violative of any provisions of law, nor is it contrary to public policy. As noticed earlier, none has come forward to oppose the Scheme. All requisite statutory compliances have also been substantially fulfilled. 23. This court is, therefore, satisfied that the Scheme of Arrangement in the nature of Amalgamation amongst the petitioner companies deserves to be granted. The Scheme of Amalgamation is hereby sanctioned. The same shall be binding upon all the equity shareholders, 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 Com ..... X X X X Extracts X X X X X X X X Extracts X X X X
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