TaxTMI 
TaxTMI 
2015 (12) TMI 1900
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....e sanction of this Court to a Composite Scheme of Arrangement in the nature of Slump Sale of Stock Broking Business Undertakings by KIFS Securities Private limited, the Transferor Company, to KIFS Trade Capital Private Limited, the Transferee Company1 and Amalgamation of residue Undertaking of KIFS Securities Private Limited with KIFS International Private Limited, the Transferee Company2, proposed under sections 391 to 394 of the Companies Act, 1956. 2 It is submitted by Mr. Bandish Soparkar, learned advocate for Mrs. Swati Soparkar, on behalf of the petitioner companies, that all the companies in the proposed Scheme belong to the same group of management viz. Khandwala group. KIFS Securities Private Limited is engaged in the Stock Brokin....
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....pur, in addition to publication in Gujarat. It was also clarified that such dispensation shall not take away the right of the unsecured creditors to object to the proposed Scheme. 4 The substantive petitions for the sanction of the Scheme were filed by all the petitioner companies which were admitted on 3rd November 2015. The notice of the hearing of the petitions were duly advertised in the Ahmedabad, Vadodara, Mumbai and Jaipur editions of the English daily newspaper 'Indian Exprress' dated 23rd November 2015, and all Gujarat editions of the Gujarati daily newspaper 'Divya Bhaskar' dated 23rd November 2015, Mumbai edition of 'Loksatta' and Jaipur edition of 'Rajasthan Patrika', dated 23rd Novemmber 2015. The publication in the Government....
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....ply with all the applicable provisions of law and shall not be absolved from any of its statutory liabilities. 6 Notice of the petitions has been served upon the Central Govt. and Mr. Kshitij Amin, learned Central Government Standing Counsel appears for Mr. Devang Vyas, learned Assistant solicitor General of India. A common affidavit dated 03rd December 2015 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby the only material observation made pertains to the Accounting Treatment proposed vide clause 13.3 of the Scheme, in relation to the Slump Sale of the Stock Broking undertaking of the Transferor Company in the books of the Transferee1. 7 The attention of the C....
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....s that if the practice adopted for such accounting entry varies from the said standard, necessary disclosure should be made in the financial statements. The said issue has already been settled by several decisions of various High Courts, including of this Court. The petitioner has undertaken that in case of deviation from the aforesaid Accounting Standard or practice, the Transferee Company1 shall make necessary disclosures in its first financial statements after the Scheme is made effective. Further, the Regional Director has sought an undertaking that reserves so created, if any, shall not be available for distribution of dividend. In this regard, it has been pointed out that the decision of the Division Bench of the Gujarat High Court ha....
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....rector, Ministry of Corporate Affairs, no longer survive. This Court is of the view that the present Scheme of Arrangement is in the interest of the shareholders and creditors of all the companies as well as in the public interest, therefore, the same deserves to be sanctioned. 9 Hence, the following order: The prayers in terms of paragraph 16(a) of the Company Petition No. 372 of 2015, and paragraph 15(a) of the Company Petitions Nos. 373 and 374 of 2015 are hereby granted. 10 The petitions are disposed of, accordingly. 11 So far as the costs to be paid to the Central Govt. Standing Counsel are concerned, they are quantified at Rs.7,500/per petition. The same may be paid to the learned Standing Counsel appearing for the Central Govt. ....