TMI Blog2016 (8) TMI 1584X X X X Extracts X X X X X X X X Extracts X X X X ..... NO. 223 of 2016 - - - Dated:- 5-8-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1. These are the petitions filed by three companies viz. Kaizen Stocktrade Private Limited, Kaizen Finstock Private Limited and Kunvarji Fincorp Private Limited, for the purpose of obtaining the sanction of this court to a Scheme of Amalgamation of two Transferor Companies viz. Kaizen Stocktrade Private Limited and Kaizen Finstock Private Limited with Kunvarji Fincorp Private Limited, proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that all these companies belong to the same group of management and the two ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reditors of the Transferee Company are not likely to be prejudicially affected. The Net Worth Certificate issued by a Chartered Accountant has been placed on record. 5. The substantive petitions for the sanction of the scheme were filed by these companies which were admitted on 8th June 2016. The notice for the hearing of the petitions were duly advertised in the newspapers being Indian Express , English daily and Sandesh , Gujarati daily both Ahmedabad editions of 18th June 2016 and the publication in the Government gazette was dispensed with as directed in the said orders. Affidavits dt. 21st June 2016 confirm the same. No one has come forward with any objections to the said petitions even after the publication and the same has been ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Govt. and Mr. Kshitij Amin, learned Central Government Standing Counsel has appeared for Mr. Devang Vyas, learned additional solicitor general. An affidavit dt. 25th July 2016 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, North-Western Region, Ministry of Corporate Affairs, whereby some observations are made. 8. The attention of this court is drawn to the Additional Affidavit dated 2nd August 2016 filed by Ms. Shilpa Agrawal, the Director and Authorised Signatory of the Petitioner Transferee Company, whereby all the above issues have been dealt with. I have further heard submissions made by the learned counsel appearing for the Central Govt. and Mrs. Swati Soparkar, learned advocate appearing for the petitioners as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olding of the company registered as NBFC and shall follow all the requisite procedures for the same. (iv) The observation of the Regional Director made vide para 2(e) pertains to clause 10 (iii) of the Scheme, dealing with the proposed Accounting Treatment in the books of the Transferee Company. The Regional Director has sought the strict compliance with AS-14. In this regard, it has been submitted that clause 10 (i) of the Scheme has already envisaged the compliance of the aforesaid standard and the treatment proposed under clause 10(iii) is not in contravention of the said standard. Further, the Regional Director has sought an undertaking that reserves so created, if any, shall not be available for distribution of dividend as well as a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petitioner companies in this regard. (vi) It has been further submitted that there are no complaints received by the Registrar of Companies as confirmed by para 2 (g). The Regional Director has vide the observation 2 (h) confirmed that it has no other objection except the above and further confirmed that the proposed Scheme is not prejudicial to the interest of the shareholders of the petitioner companies and the public at large. 9. Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits, undertakings provided vide the additional affidavit dated 2nd August 2016, and considering the Judgment relied upon, I am satisfied that the observations made by the Regio ..... X X X X Extracts X X X X X X X X Extracts X X X X
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