2016 (2) TMI 280

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....e Limited (1st Transferor Company) and Destiny Zone Security Solutions Private Limited (2nd Transferor Company) with Ranjeet Electric Private Limited(Transferee Company). 2. Mr.Vijay Patel, learned advocate for the petitioners, has submitted that Ranjeet Electric Private Limited, the Transferee Company in the Scheme of Arrangement in nature of Amalgamation, had earlier filed Company Application No.183 of 2015, seeking an order of dispensation of the meeting of the Equity Shareholders in view of the written consent given by them to the proposed Scheme of Amalgamation. The Court noted that the applicant, being a Transferee Company, the meeting of the creditors was not required to be held. By an order dated 14.07.2015, this Court was please....

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.... of 2015 respectively, seeking the sanction of the Scheme of Amalgamation. By a separate order dated 27.07.2015, this Court admitted all the petitions and directed the issuance of notice to the Regional Director and the Official Liquidator. This Court further directed the Publication of the common notice of the hearing of the petitions in the local daily newspapers, both English and Vernacular editions. 6. Pursuant to the order dated 27.07.2015, the petitioner Companies have published the notice of the hearing of the petitions in the Gujarati daily newspaper "Divya Bhaskar" and the English daily newspaper "Times of India", both having circulation in Ahmedabad, on 12.08.2015. The authorised Director of the petitioner Companies has filed s....

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....5, the petitioner of Company Petition No.245 of 2015, has filed a common rejoinder dated 01.12.2015, giving an explanation regarding the observations made by the Regional Director in his affidavit. It is stated in the Rejoinder that the deviation from the Accounting Standard 14 is permissible under Section 129(5) of the Companies Act, 2013 and that the petitioner Transferee Company shall make necessary disclosures in its Financial Statements, as enumerated under Section 129(5) of the Companies Act, 2013, after the Scheme is sanctioned by this Court, therefore, no direction is required to be issued to the petitioner Transferee Company to comply with the requirements of Accounting Standard14 strictly. 10. With regard to the second observat....

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....me of Amalgamation is sanctioned. It is, however, directed that the petitioners shall preserve their books of Accounts, papers and records and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956. The petitioner shall further ensure statutory compliance of all applicable laws. On the sanctioning of the Scheme of Amalgamation, the petitioner Companies shall not be absolved of any of their statutory liabilities. 14. The petitioner Companies shall lodge a copy of this order, the schedule of immovable assets of the petitionercompanies as on the date of this order and the Scheme, duly authenticated by the Registrar, High Court of Gujarat, with the concerned Super....