2016 (1) TMI 672

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....n their respective Memorandum and Articles of Association annexed with the petition at Annexures P-2 and P- 4, respectively. It is averred in the petition that the registered offices of the petitioners-Transferor and Transferee Companies are situated at Ludhiana (Punjab), hence, the petition is within the jurisdiction of this Court. The Board of Directors of the petitioner companies have approved the Scheme of Amalgamation vide resolutions Annexures P-6 and P-7, respectively. Vide order dated 21.4.2015, passed by this Court in the present case, convening of the meetings of the equity shareholders and unsecured creditors of the Transferor Company and secured and unsecured creditors of the Transferee Company were dispensed with. Meet....

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....idavit of A. K. Chaturvedi, Regional Director, Northren Region, Ministry of Corporate Affairs, Noida. The Regional Director in his report has emphasized non-compliance of Accounting Standard-14 (AS-14), issued by the Institute of Chartered Accountants of India. In response to the objection raised by the Regional Director, Mahesh Kumar Mittal, Director of the Transferee company has filed additional affidavit dated 17.9.2015 undertaking therein that the Accounting Standard-14 (AS-14), shall be complied with. Further in response to the objections raised by the Official Liquidator, Mahesh Kumar Mittal, Director of the Transferee Company has filed additional affidavit dated 17.9.2015, stating therein that the company shall be bound by the ....

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....tion of the reports of Regional Director, Northern Region, Ministry of Corporate Affairs, and the Official Liquidator, the Scheme of Amalgamation is hereby sanctioned. The assets and liabilities of the Transferor Company shall stand vested in the Transferee Company. The Transferor Company shall be dissolved without being wound up. The Transferee Company shall be required to comply with the procedural requirements with regard to all conditions stipulated under the Income Tax Act, Accounting Standards issued by the Institute of Chartered Accountants of India. The Scheme shall be binding on the Transferor and Transferee Companies, their respective Shareholders, Creditors and all concerned. Let formal order of sanction of the Scheme of Am....