TaxTMI 
TaxTMI 
2012 (7) TMI 1001
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....gional Director. 3.0 Since, the common point is involved in all these appeals, they are taken up for final hearing, with the consent of the learned Counsel for the parties, today, itself. 4.0 The challenge in these appeals is to the order of the learned Single Judge, dated 16.02.2012, passed in Company Petition Nos.132 to 134 of 2012. The appellant companies preferred the aforesaid company petitions for getting approval of a scheme of arrangement, regarding amalgamation of Adishree Tradelinks Private Limited, Sanidhya Commodities Private Limited with Adani Agro Private Limited, under Section-391 to 394 of the Companies Act, 1956. 5.0 On behalf of the appellant companies, learned Counsel, Mr. Soparkar, argued that the commercial act....
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....ector in any manner. It is submitted that even such a point was not put to the appellant, otherwise, the appellant could have produced various case laws on the subject before the learned Single Judge. It is submitted that the appellant came to know about the said condition, only when the judgment was made available to him, as it was a CAV judgment. 5.2 Mr. Soparkar has placed reliance on various decisions in support of his arguments. 5.3 It is, further, submitted by Mr. Soparkar, learned Counsel for the appellant, that the companies have strictly followed the accounting standards. It is also submitted that various Courts have taken view that such reserve can be permitted to be utilized for declaring dividend. It is submitted that simi....
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.... "10.5 Any excess of the amount of the consideration over the value of the net assets of the Transferor Companies acquired by the Transferee Company shall be recognized in the Transferee Company's financial statements as goodwill arising on amalgamation. If the amount of the consideration is lower than the value of the net assets acquired, the difference shall be tread as the Amalgamation Reserve." 7.1 In this behalf reference is required to be made to a decision of the Hon'ble Apex Court in the case of "BHAGWATI DEVELOPERS VS. PEERLESS GENERAL FINANCE & INVESTMENT CO.", reported in [2005] 62 SCL 574(SC). In the said case, the Supreme Court has considered the aspect of utilization of reserve arising out of revaluation of as....
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...., it was observed that Section 205 of the Companies Act, 1956 provides that dividend could only be paid out of profits. The proviso to Sub-section (3) of Section 205 permits capitalization of profits on reserve of a company for the purpose of issuing fully paid up shares or paying up any money for the time being unpaid on any shares held by the members of the Company. Thus, the Companies Act clearly and specifically permits utilisation of reserve arising out of revaluation of assets for purpose of issuing fully paid up bonus shares." 7.3 Learned Counsel for the appellants has also relied upon another decision of the learned Single Judge of this Court reported in "PARAMOUNT HC-NIC Page 7 of 11 Created On Thu Sep 08 14:23:50 IST 2016 OJA/3....
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....f the High Court of Rajasthan in "SUTLEJ INDUSTRIES LTD.", reported in [2009] 89 SCL 73 (Raj.), wherein the Rajasthan High Court has observed that the creditors and shareholders of both the companies approved the proposed Scheme, which was objected to by the Regional Director in regard to a clause laying down that in case any amalgamation/arrangement reserve arose, it would be treated as free reserve for distribution to shareholders and since, utilization of arrangement/amalgamation reserve for distribution to shareholders was not objected to by the shareholders and the scheme was approved unanimously in the meeting of the shareholders, there was no reason to exclude that clause from the proposed scheme. It was, therefore, held that s....