TaxTMI 
TaxTMI 
TaxTMI 
2016 (11) TMI 212
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....d Amalgamation (Annexure P-16) [for short 'the Scheme'] of Maghan Pulp and Paper Industries Private Limited/Transferor Company and Maghan Paper Mills Private Limited/Transferee Company. Convening of meetings of the Equity Shareholders of the Transferor Company and Equity Shareholders and Secured and Unsecured Creditors of the Transferee Company were dispensed with vide order dated 16.05.2016. Since, there were no Secured and Unsecured Creditors of the Transferor Company, therefore there was nothing to convene their meeting. By virtue of Order dated 16.05.2016, notice was issued to the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi and the Official Liquidator. Notice was also ordered to be published in 'The Tr....
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.... and annexed as Annexure R-2. The learned Chartered Accountant has made following observations: - (1) During the examination of books of accounts of the transferor company, we observed that in the financial year 2010-11, the directors of the company had paid dividend of Rs. 4,35,000/- without taking any approval from the members in AGM of the Company. Further Directors had not followed the procedures defined in the Companies Act, 1956 (i.e. Conducting Board Meeting for recommendation of dividend, Deposit of dividend amount in separate bank account, Moving agenda of dividend in the notice of AGM, Disclosure of dividend in the Director's Report, Approval of said dividend from members in AGM of the company etc.) Moreover, the company has....
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....12 to grant credit facilities in favour of M/s Maghan Paper Mills Pvt. Ltd. Subsequently, the said corporate guarantee enhanced to Rs. 10,87,61,000/- on 18.12.2012 and further enhanced to Rs. 12,36,52,000/- on 17.08.2013 by hypothecation on immoveable property of the company. However, the directors of the company have not given the disclosure of aforesaid bank guarantees in the financial accounts and director report's prepared during the financial years 2011-12, 2012- 13, 2013-14 and 2014-15. Similarly the auditors has also failed to report the same to the members of the company in their auditor reports for the aforesaid financial years vide para No. (xv) of the independent auditor report, which reads as under: - "According to the inform....
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....rejudicial to the interest of its members, creditors or to the public interest subject to our observations of chartered accountant on scrutiny of books & accounts mentioned at point XI of his report." In response to the objections raised by the Regional Director, learned counsel for the petitioner-Companies has referred to the undertaking of affidavits dated 27.8.2016 of Vinod Parkash Maghan, Director and the authorized signatory of the Transferor and Transferee Companies that the Company shall apply the relevant accounting standard, AS-14 or any other accounting standard as applicable to the companies, upon the Scheme being sanctioned. In response to the observations made by the Official Liquidator in his report at Para No.4, Vinod Park....
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....eports is inadvertent error but the same is also inconsequential. No prejudice has been caused to any member in any manner. The deponent undertakes to correct the mistake by incorporating a special note in the next submission of the financial of the company." The above stated explanations submitted by Vinod Prakash Maghan, Director of the Transferor & Transferee Companies by way of affidavits/Undertakings dated 27.9.2016 meets with the queries raised by the Regional Director as well as the Official Liquidator. The Petitioner-Companies have confirmed that no proceedings pending under Sections 235 to 251 of the Companies Act, 1956 against either of the Transferor Company or against the Transferee Company. For the reasons aforestated and o....