TaxTMI 
TaxTMI 
2007 (10) TMI 404
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.... No one, except the Official Liquidator and the Regional Director, Northern Region, Ministry of Corporate Affairs, Noida has filed objections to the confirmation petition. An affidavit of service of Shri Naresh Roy, a director of the petitioner-company was filed on 24-8-2007. 3. By an order dated 12-7-2007, made in Company Application No. 9 of 2007, the court had noticed that both the transferor and the transferee-companies are closely held by members of the same family, with common business interest and while accepting board resolutions of the companies dated 26-5-2007 and the personal affidavits of all the shareholders of the transferor company and transferee company as well as the consent letters of secured creditors namely, HDFC Bank a....
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....ompany is primarily engaged in the trading activities with fixed assets of Rs. 154.66 lakhs, secured term loan of Rs. 58.87 lakhs and unsecured loan of Rs. 67.23 lakhs. The audited accounts of the transferee-company of the financial year ended on 31-3-2007, is annexed to the application as Annexure No. 4. 5. The object of the amalgamation as set out in the scheme and the application is to avoid duplication in the administrative set up, expenses and legal compliances. It is stated that the business operation of the two companies are relatively small. The companies are closely held by members of the same family with common business interest. The maintenance of the juristic character of the two entities is causing drain on human and financial....
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....gional Director (NR), Ministry of Company Affairs, Noida, by dasti summons within a week. They will submit their reports on or before the date of hearing. 11. List on 17-8-2007. A copy of the order be given to learned counsel by tomorrow." 4. The company application was directed to be treated as confirmation petition. Let the office number the company petition separately. This however need not detain the court in deciding the matter which is already nominated by the order of the hon'ble Chief Justice dated 9-7-2007. 5. The Official Liquidator has brought to the notice of the court that the transferor company could not be incorporated on 4-9-2006, with a paid-up capital of Rs. 40,000 only, as section 3(1)(iii) of the Companies Act, 1956, ....
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....art raised objections with regard to compliance of "Accounting Standard 14" issued by the Institute of Chartered Accountants of India. 7. The company is a closely held company. Each of the shareholders and creditors have approved the scheme and filed their affidavits. An affidavit of explanation submitted today states therein that loans were taken by the partnership firm before it was incorporated as company. Shri R.P. Agarwal relies upon provisions of section 35 of the Companies Act, 1956, which gives conclusiveness to the "certificate of incorporation" with regard to the compliance with all the requirements of registration. 8. The conclusiveness of the certificate of incorporation under section 35 is a rebuttable presumption. The Offici....
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....on of fraud, the court will not cause unnecessary enquiries into such objections by the Official Liquidator. 12. The objection of the Regional Director to follow, accounting treatment as prescribed under Accounting Standard 14, i.e., "accounting for amalgation" issued by the Institute of Chartered Accountants of India, is not relevant at this stage. The "Accounting Standard 14" is required to be followed after the amalgamation. Shri R.P. Agarwal, learned counsel for the petitioner has pointed out that such an occasion will arise only after amalgamation and that reference to page 14 is relevant only when the date accounting treatment is published and not otherwise. He submits that the Accounting Standard 14 will be followed by the companies....