TaxTMI 
TaxTMI 
2009 (4) TMI 456
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....ngs of the equity shareholders and unsecured creditors of the transferor compa-nies were dispensed with in view of the written consent letters placed on record. There were no secured creditors of these companies. Whereas vide order passed on 15-5-2008, in Company Application No. 348 of 2008, meeting of the equity shareholders was directed to be convened. The scheme was unanimously approved by all the equity shareholders present and voting at the said meeting duly convened on 19-6-2008. 3. The petitions were admitted vide order dated 4-7-2008. The public notices for the same were duly advertised in the newspapers The Times of India (English daily) and Sandesh (Gujarati daily), both Ahmedabad edition, dated 22-7-2008 and the publication in the Government Gazette was dispensed with. The affidavits dated 23-7-2008, confirm the same. No one has come forward with any objections to the said petitions even after the publication. The same has been further confirmed by the additional affidavit dated 22-4-2009, annexed to the petition for the transferee company. 4. Notice of the petition of the transferor companies were served upon the official liquidator attached to this court. Vide separ....
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....financial year 2006-07. On taking over of the management, there was a cash shortfall of Rs. 57,125 and, therefore, the management decided to write it off the short fall in cash by passing the board resolution. Accordingly, such shortfall in cash was written off to profit and loss a/c, after obtaining the approval in the board meeting. Further, the auditor of the company have not qualified the report or the Registrar of Companies, Gujarat, has not taken any objection on filing of accounts. 3. Paragraph 16 on general remarks (a)Self explanatory. (b)Self explanatory. (c)The transferor companies had become a wholly owned subsidiary company of the transferee company on 10-5-2007, i.e., after the balance-sheet date. Since the accounts were finalised based on the balance-sheet date as on 31-3-2007, there was no need for any disclosure of holding subsidiary relationship in the audited accounts. Further, AS-4 requires to make a disclosure in respect of event which existed on the balance-sheet date and there is some material event taking place after the date of balance-sheet. There was no event which existed on the balance-sheet date as regards holding subsidiary relationship and therefo....
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....ion of income-tax of Rs. 2,23,84,000 causing substantial loss to the exchequer. The Official Liquidator has, therefore, stated that subject to the report of the chartered accountant, the affairs of the transferor companies have not been conducted in a manner prejudicial to the interest of its members or public interest. 7. Over and above the reply furnished by the company to the report of the Official Liquidator, an affidavit-in-reply is also filed before this court to the report of the Official Liquidator wherein it is stated that the chartered accountant's report is without any basis and the objections taken in the said report have already been dealt with by the transferor companies in their reply. It is further stated that the report of the chartered accountants appointed by the Official Liquidator is not within the scope and is without jurisdiction and, therefore, the affairs of the company have not been conducted in a manner prejudicial to the interest of its members or public interest. It is further submitted that the said objections raised by the chartered accountants have already been dealt with and since all the requisite compliances are made by the transferor companies r....
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....tor and taking appropriate actions in accordance with law for which the transferee company shall always remain accountable. 10. Mr. Soparkar has further relied on the decision of this court in the case of Arvind Mills Ltd., In re [2002] 111 Comp. Cas. 1181 , wherein while dealing with the objections raised in respect of the past transactions of the transferor company, this court has observed that the sanction of the scheme is subject to the criminal prosecution for the alleged acts of misfeasance and/or malfeasance (past transactions) for which criminal complaint has been pending before the criminal court, and the issue of past transactions is kept open to be adjudicated in the appropriate proceedings, civil as well as criminal, by the appropriate court and the scheme deserves to be sanctioned subject to and without prejudice to the liability, if any, in the civil and criminal proceedings in respect of the past transactions. 11. Mr. Soparkar has further relied on the decision of this court in the case of Core Health Care Ltd., In re [2007] 138 Comp. Cas. 204 1, wherein this court has observed that the scheme can always, be sanctioned subject to and without prejudice to the liabil....