TaxTMI 
TaxTMI 
2016 (12) TMI 125
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....d 394 of the Companies Act, 1956 and seek sanction thereof. 2. The petitioner of Company Petition No.103 of 2016 i.e. GVFL Limited is the Transferee Company whereas the petitioner of Company Petition No.104 of 2016 i.e. GVFL Advisory Services Limited is the Transferor Company. GVFL Limited shall hereinafter be referred to as the Transferee Company and GVFL Advisory Services Private Limited shall hereinafter be referred to as the Transferor Company. 3. Since the two petitions are in relation to a common Scheme, they were heard together and are disposed of by this common judgment. 4. The registered office of both the Transferor Company and the Transferee Company is situated at Premchand House Annexe, Behind Popular House, Off Ashram ....
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....he Transferee Company had filed Company Application No.50 of 2016, seeking directions from this Court for convening the meeting of the Equity Shareholders. It was also stated in the Company Application, that the Transferee Company does not have any Secured and Unsecured Creditors. This Court took note of the aforesaid facts and, by an order dated 4th February, 2016, issued directions for convening the meeting of the Equity Shareholders of the Company. 9. The aforesaid meeting was duly convened and the Report accompanied by an affidavit was filed by the Chairman appointed for the meeting. 10. These substantive petitions were filed thereafter, placing the Scheme of Amalgamation for the consideration and sanction of the Court. 11. The....
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....ited to the Amalgamation Reserve Account being of Capital Reserve nature and the shortfall, if any, should be debited to the Goodwill Account. The Regional Director has, accordingly, sought a direction to the petitioner companies to comply strictly with the requirements of Accounting Standard14. 15. Mr.Rahul Dev, learned advocate, has drawn the attention of the Court to paragraph3.2 of the Additional Affidavit, to point out that Clause8.4 of the Scheme is in conformity with the Accounting Standard14, whereby the difference between the amount recorded as share capital issued and the amount of share capital of the Transferor Company will be credited in the Reserve Account where the amalgamation is accounted for under the pooling of interes....
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....Regional Director stand suitably addressed. 18. With reference to the third observation by the Regional Director, no reply is received from the Income Tax Department. Since the statutory period of 15 days, as envisaged by the relevant circular of the Ministry of Corporate Affairs is over, it can be presumed that the Income Tax Department has no objection to the proposed Scheme of amalgamation. However, it is directed that the Petitioner Companies shall comply with the applicable provisions of the Income Tax Act and Rules. 19. As is apparent from the Affidavit filed by the Regional Director, there are no complaints against the petitioner companies. It has also been stated that the Scheme of Amalgamation proposed between the petitioner ....
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....ner companies deserves to be granted. The Scheme of Amalgamation is hereby sanctioned. The same shall be binding upon all the Equity Shareholders, Secured Creditors, Unsecured Creditors of the petitioner Companies and all other agencies, departments and authorities of the Central, State and any other local authorities. 23. It is ordered that as required under section 396A of the Companies Act, 1956, the Transferor Company shall not dispose of, or destroy, their books of accounts and other connected papers without the prior consent of the Central Government and shall preserve the same. 24. The petitioner companies shall pay, towards professional charges to learned Assistant Solicitor General, Rs. 7,500/each, in respect of all petitions....