TaxTMI 
TaxTMI 
2016 (3) TMI 334
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....and Mangaldas Mehta and Company Limited ("Transferee Company") and with their respective shareholders and creditors, ("Scheme") under Section 391 to 394 of the Companies Act, 1956. 2 It is submitted that the Arrangement of the Transferor Companies with the Transferee Company would enable the merged entity to focus on, and enhance, the business of running a hotel and also carrying on the activities of a restaurant. Moreover, the proposed Arrangement between the Transferor Companies with the Transferee Company would enable the companies to carry on and conduct the business more efficiently and advantageously. The proposed Arrangement would also reduce the administrative cost and provide a more efficient and lean framework to carry on its act....
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....admitted, vide order dated 9th July, 2015. The public notices for the same were duly advertised in the Ahmedabad edition of the English daily newspaper "Indian Express" and in the Gujarati daily newspaper "Sandesh" on 05.08.2015. The publication in the Government gazette was dispensed with. 8 Notice of the petition has been served upon the Regional Director (Western Region) in response to which Shri Devang Vyas, Assistang Solictior General of India has filed his appearance in all the petitions and an affidavit dated 15th February, 2016, has been filed by the Regional Director, NorthWestern Region, Ministry of Corporate Affairs. 9 Heard Ms. Dharmishta Raval, learned advocate for the petitioner companies and Mr. Kshitij Amin, learned Centra....
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....mmissioner of Income Tax, Ahmedabad, and Gujarat he was requested to provide specific comments in respect to the proposed scheme. 11 In response to the first observation made by the Regional Director, Ms. Dharmishta Raval, learned advocate for the petitioners, has submitted that the shareholders of the Petitioner Transferor Company 2 are Petitioner Transferor Company 1 (i.e. M/s. Galactic Enterprises Limited) and 6 (six) other individual nominee shareholders who, in turn, are holding shares on behalf of the petitioner Transferor Company 1. Further, it is submitted that in the audited financial statement of the petitioner Transferor Company 2, the petitioner Transferor Company 1 is shown as the exclusive shareholder of the petitioner Transf....
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....s held by petitioner Transferor Company 1 and 2 and a new clause 9.1 A may be added as follows: 9.1 A "On the scheme being sanctioned the shares held by Transferor Company in another Transferor Company shall stand cancelled". 14 In response to the fourth observation made by the Regional Director, Ms. Dharmishta Raval, learned advocate for the petitioners has submitted that section 211 (3B) of the Companies Act, 1956, along with relevant provisions of Companies Act, 2013, itself envisages and provides for deviation from the Accounting Standard. The Companies Act provides that if the practice adopted for an accounting entry varies from the said standard, necessary disclosures should be made in the financial statements. In view of the seve....
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....eport of the Registrar of Companies there is no complaint against the petitioner companies. 17 In response to the notice issued by this Court, the Official Liquidator has filed his Report dated 26th February, 2016, wherein, it is, inter alia, stated that the Official Liquidator solicited certain details from the Petitioner Transferor Companies, which were supplied. The Official Liquidator obtained investigation report dated 31st March,2015 from M/s. K M Swadia & Co., Chartered Accountants, who submitted such investigation report after scrutinizing the books of accounts and affairs of the Petitioner Transferor Companies. The Official Liquidator, after examining the details and the comments offered by the Chartered Accountants has opined tha....
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....n to the Composite Scheme of Arrangement. From the material on record and on a perusal of the Scheme, the Scheme appears to be fair and reasonable and is not violative of any provisions of law, nor is it contrary to public policy. The Arrangement under the proposed Scheme appears to be in the interest of the companies and their members and creditors and, therefore, deserves to be sanctioned. Accordingly, the Scheme as proposed by the petitioner companies along with the newlyproposed clause 9.1 A, is hereby sanctioned. It is however, clarified that the sanctioning of this Scheme would not absolve anyone, who is otherwise liable for any responsibility or liability, only on account of this sanctioning. 20 The petitioner companies shall pay to....