2016 (5) TMI 664

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....Scheme']. The main objects of the petitioner/Transferor Company and the Transferee Company are detailed in their respective Memorandum and Articles of Association, which are annexed with the petition as Annexures P-5 and P-9 respectively. The Registered Office of the petitioner-Transferor Company is situated at Gurgaon, Haryana and of the Transferee Company is at Thane (W), Maharashtra. The Board of Directors of the petitioner- Transferor Company and Transferee Company have approved the Scheme in their respective meetings held on 17.9.2015 and 08.07.2015 respectively. Earlier, the petitioner Transferor Company had approached this Court by way of Company Petition No.199 of 2015 and vide order passed on 6.11.2015 therein, holding of meeti....

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....on whereas none of the above company has filed such resolution so far thereby prima facie violated the provisions of Section 117(3) of the Companies Act, 2013. 11. that the deponent states that the Hon'ble Court may direct the Petitioner Company falling within the jurisdiction of this Hon'ble Court to comply with the provisions of the Accounting Standard 14 related to "the pooling of interests method" as prescribed under Section 211(3C) of the Companies Act, 1956 and under Section 133 of the Companies Act, 2013 as stated in Clause 10 of the Scheme of Amalgamation. In this regard it is submitted that certificate from the Chartered Accountant as required has not been enclosed. Though the Petitioner Company has enclosed as undertaking of th....

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....ting Standard 14." The above stated explanation submitted by the Directorcum- authorised signatory of the Transferor Company meets with the queries raised by the Regional Director. The Official Liquidator in its report dated 7.4.2016 has submitted that in view of the observations of Chartered Accountant, the affairs of the Petitioner/Transferor Company have not been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. However, in para 5 of the report of the Official Liquidator, it is averred as under: - "That the company complied with the provisions of transfer pricing/companies Act and service tax for the translations with related parties. However, transfer pricing matter is under litigati....

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....1 & 394 of the Act and the relevant Rules and on due consideration of the report of the Regional Director Northern, Ministry of Corporate Affairs, New Delhi and Official Liquidator, the Scheme of Amalgamation is hereby sanctioned and as a result thereof, the assets and liabilities of the Transferor Company shall stand vested in the Transferee Company and the Transferor Company shall be dissolved without being wound up. The Transferee Company shall comply with the procedural requirement as per the Accounting Standard 14 related to "the pooling of interests method" as prescribed under Section 211(3C) of the Companies Act, 1956 and under Section 133 of the Companies Act, 2013 as stated in Clause 10 of the Scheme of Amalgamation and shall also ....