R.C. Gandhi, J. - (1.) THIS petition has been presented under Sections 391 to 394 of the Companies Act, 1956 (for short, "the Companies Act"), seeking sanction of the Scheme of Amalgamation by the Court.
(2.) THE Scheme of Amalgamation proposes merger of the petitioner transferor -company into transferee -company on the terms and conditions stipulated in it. The Board of Directors of the petitioner transferor -company have approved the Scheme in its Meeting held on 13 -6 -2008. Petitioner -Company filed Company Application No. 6/2009 before this Court under Sections 391 and 393 of the Companies Act seeking holding of meetings of their respective shareholders and creditors. This Court vide order dated 6 -2 -2009 has directed to convene separate meetings of the shareholders and secured and unsecured creditors of the petitioner -company on 28 -3 -2009 at F -214, G -215, EPIP, Sitapura Industrial Area, Jaipur. The meetings were held by the Chairman appointed by this Court. In their respective meetings, the shareholder, secured and unsecured creditors unanimously approved the Scheme of Amalgamation. It is also stated that no proceedings under Sections 235 to 251 of the Companies Act are pending against the petitioner -company.
(3.) NOTICES have been served upon the Official Liquidator and Regional Director, Ministry of Corporate Affairs, Noida and also published in the Newspapers. The Official Liquidator has no objection. However, the Regional Director has raised objection that the petitioner -company be asked to furnish an undertaking that it shall comply with the Accounting Treatment as prescribed under Accounting Standard 14, i.e., "Accounting for Amalgamation" issued by the Institute of Chartered Accountants of India. It is submitted by the learned Counsel of the petitioner -company that in its rejoinder it has been undertaken to comply with the Accounting Treatment as prescribed under Accounting Standard 14. Under these circumstances, the Scheme of Amalgamation is sanctioned, which shall be binding on the shareholders and creditors of the company and on the petitioner -company.;