Gujarat High Court
Pacifica (Chennai Project) ... vs Page 1 Of 2 on 20 February, 2015
Author: Harsha Devani
Bench: Harsha Devani
O/COMP/220/2014 JUDGMENT
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY PETITION NO. 220 of 2014
In COMPANY APPLICATION NO. 147 of 2014
With
COMPANY PETITION NO. 221 of 2014
In
COMPANY APPLICATION NO. 145 of 2014
TO
COMPANY PETITION NO. 222 of 2014
In
COMPANY APPLICATION NO. 146 of 2014
FOR APPROVAL AND SIGNATURE:
HONOURABLE MS.JUSTICE HARSHA DEVANI
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1 Whether Reporters of Local Papers may be allowed to see
the judgment ?
2 To be referred to the Reporter or not ?
3 Whether their Lordships wish to see the fair copy of the
judgment ?
4 Whether this case involves a substantial question of law as
to the interpretation of the Constitution of India or any order
made thereunder ?
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PACIFICA (CHENNAI PROJECT) INFRASTRUCTURE COMPANY PRIVATE
LIMITED....Petitioner(s)
Versus
Page 1 of 20
O/COMP/220/2014 JUDGMENT
.....Respondent(s)
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Appearance:
M/S WADIA GHANDY & CO, ADVOCATE for the Petitioner
MR DEVANG VYAS, ADVOCATE for the Respondent
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CORAM: HONOURABLE MS.JUSTICE HARSHA DEVANI
Date : 20/02/2015
ORAL JUDGMENT
1. Leave to amend the cause title of Company Petition No.222 of 2014 by correcting the name of the petitioner from "Pacifica (Bangalore Project) Infrastructure Company Private Limited" to "Pacifica (Bangalore Project) Infrastructure Private Limited".
2. The captioned petitions have been filed by the three petitioner companies to obtain sanction of this court under sections 391 and 394 of the Companies Act, 1956 to the Scheme of Arrangement in the nature of Amalgamation between Pacifica (Banglore Project) Developers Private Limited, Pacifica (Banglore Infrastructure) Private Limited and Pacifica (Chennai Infrastructure) Company Private Limited,.
3. The petitioner of Company Petition No. 220 of 2014 - Pacifica (Chennai Infrastructure) Company Private Limited is the transferee company, whereas the petitioners of other two Company Petitions viz. Company Petition No. 221 of 2014 and Company Petition No. 222 of 2014 namely Pacifica (Bangalore Project) Developers Private Limited (the Transferor No. 1 Page 2 of 20 O/COMP/220/2014 JUDGMENT Company) and Pacifica (Bangalore Infrastructure) Private Limited (the Transferor No. 2 Company) respectively are the transferor companies. Reference shall hereinafter be made to the petitioner companies as the Transferee Company and the Transferor No.1 Company and the Transferor No.2 Company respectively.
4. Since all the three petitions seek sanction of the same scheme and are therefore, interconnected, the same were heard together and are disposed of by this common judgment.
5. The transferee company and the transferor companies have their registered offices situated at 33, Amrapalash Bunglows, Behind Fun Republic, Ramdevnagar, Ahmedabad - 380015, Gujarat.
5.1 The respective petitions by the three petitioner companies set out the details about their share capital, the objects with which the companies came to be incorporated and other relevant facts. The Transferee Company is engaged inter alia, in the business of builders, contractors, designers, architects, constructors, of all types of buildings and structures including houses, flats, apartments, row houses, bungalows, twin bungalows, tenements, offices, godowns, warehouses, shops, factories, sheds, hospitals, hotels, holiday resorts, shopping cum residential complexes, infrastructure work like bridges, roads, water supply system, drainage system and to develop, erect, install, alter, improve, add, establish, renovate, recondition, protect, enlarge, repair, demolish, remove, replace, maintain, buy, sell, commercialize, turn to account, fabricate, handle and control, all such buildings and structures Page 3 of 20 O/COMP/220/2014 JUDGMENT and to purchase, deal in all types of immovable properties for development/construction or for resale. The Transferee Company is currently engaged in executing a residential project-"Aurum" in Village: Paddur in Chennai. The Transferee Company was incorporated on 9th August, 2005.
5.2 The Transferor Companies are also engaged in the business of builders, contractors, designers, architects, constructors, of all types of buildings and structures including houses, flats, apartments, row houses, bungalows, twin bungalows, tenements, offices, godowns, warehouses, shops, factories, sheds, hospitals, hotels, holiday resorts, shopping cum residential complexes, infrastructure work like bridges, roads, water supply system, drainage system and to develop, erect, install, alter, improve, add, establish, renovate, recondition, protect, enlarge, repair, demolish, remove, replace, maintain, buy, sell, commercialize, turn to account, fabricate, handle and control, all such buildings and structures and to purchase, deal in all types of immovable properties for development/construction or for resale. The Transferor No. 1 Company was incorporated on 10th February, 2006 and the Transferor No. 2 Company was incorporated on 9 th August, 2005.
6. The Transferee Company filed Company Application No. 147 of 2014 seeking dispensation of the meetings of the Shareholders and seeking necessary directions for convening of the meeting of the Secured and Unsecured Creditors. This court, vide order dated 12thJune, 2014, took note of the fact that the shareholders of the Transferee Company have granted their consent to the Scheme of Amalgamation and in view Page 4 of 20 O/COMP/220/2014 JUDGMENT thereof, dispensed with the meeting of the shareholders. The court also passed directions for convening of the meeting of secured and unsecured creditors.
7. The Transferor No. 1 Company viz., Pacifica (Bangalore Project) Developers Private Limited filed Company Application No. 145 of 2014 seeking dispensation of the meeting of shareholders, in view of due consent received from them. As the Transferor No. 1 Company did not have any secured creditors, dispensation was sought for convening of the said meeting and directions were sought for convening the meeting of the unsecured creditors of the Company. Vide order dated 12th June, 2014, this court took note of the fact that the Transferor No. 1 Company does not have any secured creditors and in view of consent letters received from the shareholders, dispensed with the said meetings and issued directions for convening the meeting of the unsecured creditors.
8. It appears that the transferee company and the transferor companies could not undertake necessary publications of advertisement for convening the meetings as directed by this court and hence, miscellaneous civil applications came to be filed for seeking fresh directions for publication of advertisements and convening of meetings.
9. The Transferor No. 1 Company, i.e., Pacifica (Bangalore Project) Developers Private Limited filed Miscellaneous Civil Application No. 114 of 2014 in Company Application No. 145 of 2014 for seeking extension of time for publication and issuance of notices for convening the meetings of unsecured creditors. This court, by order dated 23 rd June, 2014, granted Page 5 of 20 O/COMP/220/2014 JUDGMENT the modifications in the order dated 12 th June, 2014 so as to change the date and time of convening of the meeting from 9 th July, 2014 to 21st July, 2014 and further nominate Mr. Rakesh Israni as the Chairman of the meeting. Publication of advertisement in the English Daily-the Indian Express and the Gujarati Daily "Sandesh" was undertaken on 28 th June, 2014, along-with issuance of notices to all unsecured creditors. The said meeting was duly held as per the directions of the court under the chairmanship of Mr. Rakesh Israni. The reports of the meeting held on 21st July, 2014 was placed on record by the Chairman confirming that the sole unsecured creditor who attended the meeting voted unanimously in favour of the scheme. The resolution came to be passed unanimously in the meeting approving the Scheme.
10. With respect to Transferor No.2 Company that is Pacifica (Bangalore Infrastructure) Private Limited, filed Miscellaneous Civil Application No. 115 of 2014 in Company Application No. 146 of 2014 for seeking extension of time for publication and issuance of notices for convening the meetings of unsecured creditors. This court, by an order dated 23 rd June, 2014, granted modifications in the order dated 12 th June, 2014 so as to change the date and time of convening of the meeting from 9th July, 2014 to 21st July, 2014 and further to nominate Mr. Rakesh Israni as the Chairman of the meeting. Publication of the advertisement in the English Daily "Indian Express" and the Gujarati Daily "Sandesh" was undertaken on 28 th June, 2014, along-with issuance of notices to all unsecured creditors. The said meeting was duly held as per the directions of the court under the chairmanship of Mr. Rakesh Israni. The report of the meeting held on 21 st July, 2014 was placed on record by Page 6 of 20 O/COMP/220/2014 JUDGMENT the Chairman confirming that one unsecured creditor was present in the meeting who also voted in support of the Scheme. The resolution unanimously approving the Scheme came to be passed in the meeting.
11. With respect to the Transferee Company, that is, Pacifica (Chennai Infrastructure) Company Private Limited, Miscellaneous Civil Application No. 116 of 2014 in Company Application No. 147 of 2014 came to be filed seeking extension of time for publication and issuance of notices for convening the meetings of secured and unsecured creditors. This court, by an order dated 23rd June, 2014, granted modifications in the order dated 12th June, 2014 so as to change the date and time of convening of the meeting from 9th July, 2014 to 21st July, 2014 and further to nominate Mr. Rakesh Israni as the Chairman of the meeting. Publication of the advertisement in the English Daily "Indian Express" and the Gujarati Daily "Sandesh" was undertaken on 28th June, 2014, along-with issuance of notices to all unsecured creditors. The said meeting was duly held as per the directions of the court under the chairmanship of Mr. Rakesh Israni. The reports of the meeting held on 21st July, 2014 were placed on record by the Chairman confirming that two secured creditors were present in the meeting through their representatives. However, the said representatives abstained from voting and agreed that approval from their management for the Scheme of Amalgamation, shall be provided within 10 (ten) days. Accordingly, letters dated 22nd July, 2014 from the State Bank of India and 24th July from the Axis Bank was received by the Petitioner, granting their approval to the Scheme of Amalgamation. Therefore, the consent of the Secured creditors Page 7 of 20 O/COMP/220/2014 JUDGMENT has been duly received in respect of the Scheme of Amalgamation. Insofar as the Unsecured Creditors are concerned, two unsecured creditors attended the meeting and also voted in support of the Scheme. The resolution came to be passed unanimously in the meeting approving the Scheme.
12. Thereafter, the present petitions came to be filed seeking sanction of the Scheme of Amalgamation of the petitioner Companies. A copy of the Scheme has been produced along with the petitions at Annexure "D".
13. All the three petitions came to be admitted by an order dated 16th September, 2014. Public notices of the same were duly advertised in the Ahmedabad Editions of the English Daily "Indian Express" and the Gujarati Daily "Sandesh" dated 27 th September, 2014. The publication in the Government Gazette was dispensed with and a confirming affidavit dated 9 th February, 2015 was filed in that regard. In response to the public notices, no one has come forward with any objection to the said petitions even after the publication, which has been further confirmed by an additional affidavit.
14. Notice of the petitions was served upon the Central Government through the Regional Director, Ministry of Corporate Affairs. In response thereto, a common affidavit dated 13th January, 2015 came to be filed by the Regional Director. In response to the common affidavit, a common additional affidavit has been filed on behalf of the petitioner companies.
15. Heard Ms. Gargi Vyas, learned advocate for M/s Wadia Page 8 of 20 O/COMP/220/2014 JUDGMENT Ghandy & Co., learned advocates for the petitioners and Mr. Devang Vyas, learned Assistant Solicitor General for the Regional Director in all the petitions and the Official Liquidator in Company Petitions No.221 and 222 of 2014.
16. A perusal of the affidavit-in-reply filed by the Regional Director reveals that he has observed that clause 7 of the Scheme provides for consideration and that as per the said clause, the petitioner Transferee Company will issue and allot 01 (one) equity share of Rs.10 each to shareholders of the Transferor Company No.1 for every 100 (one hundred) equity shares of Rs.10 each of the Transferor Company No.1 and 01 (one) equity share of Rs.10 each to shareholders of the Transferor Company No.2 for every 100 (one hundred) equity shares of Rs.10 each of the Transferor Company No.2. It was submitted that the petitioner companies have submitted a valuation report dated 06.05.2014 prepared by M/s Nimish K. Shah & Company, Chartered Accountants, Ahmedabad, which reveals that the same does not contain the working sheets for calculation of the share exchange ratio. It was, accordingly, submitted that the petitioner companies be directed to place on record the working sheets of calculation of share exchange ratio and all the relevant facts in the matter. Ms. Vyas, learned counsel for the petitioner companies submitted that for arriving at the share exchange ratio, the prevailing accounting standards have been adhered to. The share exchange ratio so worked out has been accepted by the shareholders. Under the circumstances, the Central Government is not supposed to sit in appeal over the commercial wisdom of the shareholders.
17. In support of her submissions, the learned counsel placed Page 9 of 20 O/COMP/220/2014 JUDGMENT reliance upon an unreported decision of this court in the case of Talent Anywhere Services Private Limited rendered on 27th November, 2014 in Company Petition No.209 of 2014 wherein, the court found merit in a similar contention which was raised before it. The court observed that when the shareholders were satisfied with the share exchange ratio worked out for the purpose of implementing the Scheme and when they found the same acceptable, the observation in this regard cannot sustain. The court observed that the function of the Regional Director in assessing a given Scheme is whether it is prejudicial to the public at large in its effect or contrary to the provisions of the Companies Act or the rules. Weighing the scale of commercial wisdom is not within the realm of the Regional Director. The court, accordingly, did not accept the objection of the Regional Director for furnihsing the working sheets for arriving at the share exchange ratio in the valuation report to which shareholders have no objection. It was submitted that the present case is squarely covered by the above decision.
18. As is apparent from the facts noted hereinabove, the objection raised by the Regional Director is that the valuation report does not contain the working sheet for calculation of the share exchange ratio. It is an admitted position that the shareholders have accepted the share exchange ratio and have not raised any objection to the same. If at all any one is affected by the share exchange ratio, it is the shareholders of the Transferor Company and once the same has been accepted by them, there is no reason for the Regional Director to raise any objection in that regard or to seek the detailed working sheet for calculation of the same. Under the Page 10 of 20 O/COMP/220/2014 JUDGMENT circumstances, the said observation does not merit acceptance.
19. Moving to the next observation, the Regional Director has observed that clause 16.4(b) of the Scheme is not in accordance with the Accounting Standard 14 as required. According to the Regional Director, as per the requirements of Accounting Standard 14, the excess of assets over liabilities should be credited to Amalgamation Reserve Account and the shortfall, if any, should be debited to the Goodwill Account only, whereas the petitioner companies have proposed in the Scheme to transfer the excess of Net Assets Value to General Reserve Account/Free Reserve of the Transferee Company. The Regional Director has, accordingly, sought for a direction to the petitioner companies to comply strictly with the requirements of Accounting Standard 14 and to credit the excess of assets over liabilities to the Amalgamation Reserve Account arising on amalgamation and not to General Reserve Account/Free Reserve of the Transferee Company as proposed by the petitioner companies in the Scheme. The Regional Director also seeks a direction to the petitioner companies to give undertaking that the reserves so created, if any, shall not be available for distribution of dividend and also to comply with Accounting Standard 14 and amend the relevant clause of the Scheme accordingly.
20. In response to the said observations, Ms. Gargi Vyas, learned counsel for the petitioner companies submitted that the Accounting Standards issued by the Council of Institute of Chartered Accountants of India specifically provides for a treatment in respect of such amalgamation reserves in terms Page 11 of 20 O/COMP/220/2014 JUDGMENT of clause 23 of the Accounting Standard 14. Therefore, a company can, in terms of the Scheme, specify the use of such reserve which arises on account of excess of net book value of the assets and liabilities. Reference was made to a decision of a Division Bench of this court in the case of Adishree Tradelinks Private Limited rendered in O. J. Appeals No.31 to 34 of 2012 wherein the Division Bench after considering the case law in this regard, had observed that the reserve can be utilized for the purpose of declaring dividend. The court took note of the fact that no objection was taken by the Regional Director to the concerned clause and even the shareholders had unanimously approved the same with the original clause 10.5. Considering the same, the court found that it could not be said that incorporation of the said clause was in violation of public policy and as held by various courts, such amalgamation reserve can be utilized for the purpose of declaring dividends. The court, accordingly, sanctioned the Scheme, including the original clause 10.5. It was submitted that Accounting Standard 14 does not make it mandatory to transfer the excess of assets and liabilities to the amalgamation reserve. Moreover, section 129(5) of the Companies Act, 2013 entitles the petitioner companies to deviate from the accounting standards if the reasons for such deviation and the financial effects, if any, arising out of such deviation is disclosed in the financial statements. It was submitted that the amalgamation reserve is available for issuance of dividends to shareholders as well as for issuance of bonus shares and can be taken to the General Reserve Account.
21. Considering the observation made by the Regional Director in the light of the above decision, it is evident that Page 12 of 20 O/COMP/220/2014 JUDGMENT such observation is unsustainable as being contrary to the said decision. Besides as rightly submitted by the learned counsel for the petitioner companies, in view of the provisions of sub- section (5) of section 129 of the Companies Act, 2013, it is permissible for the company to deviate from the accounting standard, provided the reason for such deviation and the financial effect thereof, if any, is disclosed in the financial statement. Also, on behalf of the petitioner companies the learned counsel has submitted that the petitioner companies undertake to abide by the directions that this court may issue with regard to the disclosures to be made in the financial statements of the Transferee Company after the scheme is sanctioned. Under the circumstances, the observation made by the Regional Director cannot be accepted. However, in case of any deviation from the accounting statement, the petitioner companies shall make due disclosures in this regard as envisaged under sub-section (5) of section 129 of the Companies Act, 2013.
22. The next observation made by the Regional Director is in respect of Company Petition No.220 of 2014 to the effect that this court had passed an order dated 12.06.2014 in Company Application No.147 of 2014 whereby, the petitioner Transferee Company had prayed for dispensation of meetings of the shareholders and placed with the applicant the consent received from the shareholders which had also been certified by the Chartered Accountants. It was submitted that this court had not issued directions for dispensing with the meetings of the equity shareholders of the Company as is evident from a reading of the order dated 12.06.2014 and hence, the petitioner Transferee Company be directed to place on record Page 13 of 20 O/COMP/220/2014 JUDGMENT all the facts in the matter.
23. In this regard, at first blush, the observations made by the Regional Director appear to be justified, inasmuch as, though the Transferee Company had prayed for dispensation of meeting of the shareholders, no specific order has been passed dispensing with such meeting. The record reveals that by the said application, the Transferee Company had sought for a direction for holding the meetings of secured and unsecured creditors and had also sought dispensation of the meeting of the shareholders in view of the consents received from such shareholders, which had been certified by a Chartered Accountant. However, it appears that due to inadvertent error, in the order made on the application, while directing convening of meetings of the secured and unsecured creditors, the relief for dispensation of the meeting of shareholders has not been granted. Having regard to the fact that when the shareholders have given their consent in writing, which is certified by a Chartered Accountant, it is the general practice of the court to grant the prayer for dispensation of holding the meeting of the shareholders, it can be presumed that when the court has not directed holding of the meeting of the shareholders while directing convening of meeting of secured creditors and unsecured creditors, the intention of the court was to grant dispensation of the meeting of shareholders. Under the circumstances, the observation made by the Regional Director is in the nature of a technical objection. Of course, the Transferee Company could have obviated such a situation by moving a Note for Speaking to the Minutes or an application for clarification of the order dated 12th June, 2014 in respect of dispensation of the meeting of the Page 14 of 20 O/COMP/220/2014 JUDGMENT shareholders, however, at this stage while considering the petition for sanction of the scheme, in the opinion of this court, it would be too hyper-technical an approach, to call upon the petitioner Transferee Company to convene the meeting of the shareholders and/or to obtain a clarification in respect of the order dated 12th June, 2014, more so, in the light of the fact that all the shareholders have given their consent in writing and the same has been duly certified by the Chartered Accountants.
24. The next observation made by the Regional Director is that from the balance sheet as on 31.03.2014, it is revealed that all the petitioner companies have issued convertible debentures to foreign body corporates and submitted the documents regarding compliance of FEMA and RBI Guidelines regarding FDI. The Regional Director has, accordingly, sought a direction to the petitioner companies to ensure compliance of all the FEMA and RBI Guidelines regarding FDI, in the matter, from time to time.
25. In this regard, the learned advocate for the petitioner Companies has submitted that the petitioner companies are compliant of all the RBI and FEMA Regulations. Moreover, it is stated that the petitioner companies shall undertake all the necessary compliances under the laws of the land, including FEMA and RBI Regulations.
26. In the light of the submissions made on behalf of the petitioner companies, viz. that FEMA and RBI guidelines stand complied with and considering the fact that the petitioner companies undertake all necessary compliances under the Page 15 of 20 O/COMP/220/2014 JUDGMENT laws of the land, including FEMA and RBI Regulations, the observation made by the Regional Director stands adressed.
27. In Company Petition No.222 of 2014, the Official Liquidator has filed a report wherein, it has been stated that the Transferor No.2 Company was incorporated under the provisions of the Companies Act, 1956 on 09.08.2005 with the Registrar of Companies, Gujarat under the name and style of "M/s Pacifica (Bangalore Project) Infrastructure Company Private Limited". However, as per the Certificate of Incorporation, the name of the petitioner Company is "M/s Pacifica (Bangalore Project) Infrastructure Private Limited". In this regard, an affidavit-in-rejoinder has been filed on behalf of the Transferor No.2 Company, wherein it has been stated that when the said Company had applied for seeking name availability, it had initially applied for M/s Pacifica (Bangalore Project) Infrastructure Company Private Limited. Accordingly, all the incorporation documents also bore the name of M/s Pacifica (Bangalore Project) Infrastructure Company Private Limited. Copies of the incorporation documents inter alia Form No.18, Form 1, Form 32 also referred to the said name. Pursuant thereto, the Company had its Memorandum and Articles of Association also printed in the given name, which also came to be certified by the office of the Registrar of Companies. However, when the final certificate of incorporation came to be issued under the signature and seal of the Assistant Registrar of Companies, the term "COMPANY" was absent from the name and the same was issued in the name of M/s Pacifica (Bangalore Project) Infrastructure Private Limited. It was submitted that as per the master data available on the website of the Ministry of Corporate Affairs, the name of Page 16 of 20 O/COMP/220/2014 JUDGMENT the Company as on date is depicted as M/s Pacifica (Bangalore Project) Infrastructure Private Limited. It was submitted that while a few documents, inter alia, the auditors reports bore the earlier name, the annual returns with the Registrar of Companies, was being effected with the registered name M/s Pacifica (Bangalore Project) Infrastructure Private Limited. That the petitioner's PAN has also been issued in the name M/s Pacifica (Bangalore Project) Infrastructure Private Limited and that it is only on account of sheer inadvertence that few documents of the petitioner company, including the Scheme also, bear the name of the petitioner as M/s Pacifica (Bangalore Project) Infrastructure Company Private Limited, which otherwise should have been M/s Pacifica (Bangalore Project) Infrastructure Private Limited. It was submitted that the aforesaid ambiguity in the name of the Company had arisen on account of a bona fide mistake on the part of the Company and accordingly, the petitioner craves leave to take on record, the Scheme of Amalgamation, bearing the correct name of the Company, so as to avoid any further discrepancy in the records.
28. In the light of the explanation tendered by the petitioner, it is apparent that the name of the petitioner Transferor No.2 Company has been erroneously mentioned as "M/s Pacifica (Bangalore Project) Infrastructure Company Private Limited"
instead of "M/s Pacifica (Bangalore Project) Infrastructure Private Limited". The learned advocate for the petitioners has also placed on record a copy of the Scheme of Amalgamation bearing the correct name of the Company. In the opinion of this court, with a view to avoid any further discrepancies in the record, the petitioner companies should be granted permission Page 17 of 20 O/COMP/220/2014 JUDGMENT to replace the Scheme of Amalgamation as originally placed on record with the Scheme of Amalgamation bearing the correct name of the Transferor No.2 Company. Barring the above, the Official Liquidator has not raised any objection to the Scheme of Amalgamation.
29. As is apparent from the affidavit made by the Regional Director, there are no complaints against the petitioner companies. It has also been stated that Scheme of Amalgamation proposed between the petitioner companies is not prejudicial to the interests of the shareholders of the petitioner companies and the public at large.
30. In the light of the aforesaid discussion, the observations made by the Regional Director and the Official Liquidator stand substantially addressed and hence, there does not appear to be any impediment to the grant of sanction to the Scheme of Amalgamation, inasmuch as from the material on record and on a perusal of the Scheme, the Scheme appears to be fair and reasonable and is not violative of any provisions of law, nor is it contrary to public policy. As noticed earlier, none of the parties have come forward to oppose the Scheme except to the extent discussed hereinabove. All requisite statutory compliances have also been substantially fulfilled.
31. This court is, therefore, satisfied that the Scheme of Arrangement in the nature of Amalgamation amongst the petitioner 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, Page 18 of 20 O/COMP/220/2014 JUDGMENT departments and authorities of the Central, State and any other local authorities.
32. It is ordered that as required under section 396-A of the Companies Act, 1956, the transferor companies 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.
33. The petitioner companies shall pay towards professional charges to learned Assistant Solicitor General Rs.7,500/- each in respect of all three petitions. The Official Liquidator shall be paid cost of Rs.7,500/- in respect of two petitions by the transferor companies being Company Petitions No.221 of 2014 to 222 of 2014.
34. The petitioner companies are further directed to lodge a copy of this order, the schedules of immovable assets of the transferor companies as on the date of this order and the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order.
35. The petitioner companies are directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with E-Form INC 28 as per the relevant provisions of the Act.
36. Filing and issuance of drawn up order is hereby dispensed with. All the authorities to act on a copy of this order Page 19 of 20 O/COMP/220/2014 JUDGMENT along with the Scheme duly authenticated by the Registrar, High Court of Gujarat. The Registrar, High Court of Gujarat shall issue the authenticated copy of this order along with the Scheme as expeditiously as possible.
37. The petitions are, accordingly, allowed to the aforesaid extent.
(HARSHA DEVANI, J.) parmar* Page 20 of 20