TaxTMI 
TaxTMI 
2016 (3) TMI 383
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....ware (India) Private Limited. 2. Intelliswift Software (India) Private Limited, the Transferee Company, filed Company Application No.10 of 2015 seeking dispensation of the meeting of the Equity Shareholders. By an order dated 16.01.2015, passed in Company Application No.10 of 2015, this Court ordered dispensation of the meeting of the Equity Shareholders on the ground that all the Equity Shareholders have given their consent, waiving their right to convene the meeting of the Equity Shareholders. It is reported that there are no Secured Creditors of the petitioner Company. So far as the Unsecured Creditors are concerned, this Court observed that as no arrangement or compromise is envisaged with them in the proposed Scheme, their rights an....
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.... of the publication of the advertisements. 7. In response to the notice issued, the Regional Director has filed a common affidavit dated 03.11.2015, making some observations. The petitioner Transferee Company has filed an affidavit dated 01.02.2016, giving its response to the observations of the Regional Director. 8. With regard to the observation contained in paragraph-2(c), it is submitted that the provisions with regard to the presentation of the Scheme and sanction thereof is contained in Sections391 to 394 of the Companies Act, 1956. The analogous provisions contained in the Companies Act, 2013 have yet not come into force. Rule-12(2) of the Companies (Registration Offices and Fees) Rules, 2014 would have no application in the fa....
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....The petitioner-Transferee Company however, has given a detailed explanation with regard to each of the alleged violations as contained in paragraph-2(g), as under: i. On the alleged noncompliance of Accounting Standard15, it is submitted that the observations in the affidavit are contrary to the records. It is submitted that the petitioner Transferee Company has already made provision for retirement benefits for the employees. Clause 1.5 of the Notes forming part of financial statement of the balance sheet as at 31.3.2014 (as annexed at Annexure-B with the petition, at Pg.57) would show that the Company has made adequate provision. It is further submitted that similar provision is also shown under the head "short term provisions" i....
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....s. It is submitted that the petitioner Company has not made any violation of any accounting standards and the observation contained in this paragraph is therefore misconceived. 14. The petitioner-Transferee Company has also given a detailed explanation with regard to alleged violations of Companies Act by the Transferor Company as under: a. The first observation is to the effect that the petitioner Transferor Company is indulging into activities which are not as per the objects of the Company. It is submitted that this observation is misconceived in as much as Transferor Company is not engaged in any finance business, as alleged. Moreover, during the financial year 201314, the petitioner Transferor Company has made deposit....
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....mitted that paragraph1(c) of Part3 of the Scheme of Amalgamation in terms record that the accounting treatment will be as per AS14. It is further submitted that the accounting treatment will be same for all the assets upon sanction of the Scheme. 17. With regard to observation of compounding of the offence and compliance of provisions of Companies Act is concerned, it is submitted that the petitioner companies have not committed any offence and therefore, there is no question of compounding. Without prejudice, it is submitted that the petitioner Transferee Company would abide by the applicable provisions and take necessary steps/actions as may be found necessary with regard to any alleged noncompliance with any provision of the Act or th....
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.... to grant sanction to the present Scheme of Amalgamation. 20. In view of the above, the Scheme of Amalgamation is sanctioned. It is, however, directed that the petitioner-Transferor Company shall preserve its books of accounts, papers and record and shall not dispose of the records without the prior permission of the Central Government under Section396A of the Companies Act, 1956. 21. The costs of both the petitions are determined at Rs. 7,500/each, payable to Shri Devang Vyas, learned Assistant Solicitor General of India. The petitioner-Transferor Company is directed to pay an amount of Rs. 7,500/to the Official Liquidator. 22. The petitioner companies shall lodge a copy of this order, the schedule of immovable assets of the petit....