2015 (3) TMI 115

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....oya Industries Pvt. Ltd. together with all its assets and liabilities are to be transferred to the petitioner No. 2, M/s. Sigma Spice Industries Pvt. Ltd. The registered office of the petitioner No.1 is located at T.R. Phookan Road, Fancy Bazaar Guwahati-781001, Assam and the petitioner No.1 is located at Malpani Complex, Kednuguri, Jorhat-785001. Approval/sanction of the Court is sought in respect of the scheme of amalgamation, a copy whereof is annexed to this petition as Annexure-"A". 3. By this Court's order dated 7.5.2014, after seeing the reports of the meetings submitted under Rule 78 of the Companies (Court) Rules, 1959, verified by affidavits and marked collectively as Annexure-I & J, held in compliance with the Court's ....

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.... That there is no clause in the scheme that "the transferor company shall be dissolved without winding up" as per the provisions of Section 394 of the Companies Act, 1956 in the instant petition. Submission is made before this Court to direct the petitioner companies to amend the scheme by inserting the above clause to bring it in order. (c) The accounting treatment of asset and liabilities in the books of Transferee Company shall be made at their respective book values and any deficit or surplus shall be adjusted against reserves only in terms of provisions of Accounting Standard-14. However, the surplus if any, arising should be treated as general reserve since the nature of such gain/surplus has arisen out of amalgamation and no....

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.... submitted, surplus, if accrues, shall be transferred to capital reserve and the scheme shall be amended accordingly as may be directed by this Court. 8. According to the learned counsel for the petitioners, the observation made in paragraph 2(a) of the affidavit filed by the Central Government as regards complying with the provision of Section 117 of the Companies Act, 2013 and filing of form MGT-14 is concerned, the same are not required since Clause 25 of the Articles of Association of the transferee company specifically states that the share capital can be altered by passing any Ordinary Resolution. It is further submitted for the petitioners that as stated in Clause 10.1 of the scheme of amalgamation, the authorized share capital of....