PASA INVESTMENT AND LEASING PRIVATE LIMITED Vs. GUPTA PIGMENTS PVT LTD

JUDGEMENT

(1.) THIS Second motion joint petition has been filed under Sections 391 to 394 of the Companies Act, 1956 (hereinafter referred to as ,,Act) by the petitioner companies seeking sanction of the Scheme of Merger (hereinafter referred to as ,,the Scheme)

(2.) THE petitioner companies had earlier filed C.A. (M) No. 153 of 2011 seeking directions of this Court for dispensation of meetings. order dated 21st November 2011, this Court allowed the Vide application and dispensed with the requirement of convening meetings of Equity Shareholders, Secured and Unsecured Creditors of Transferor Company 1 & 2 and of Transferee Company.

(3.) IN response to the notices issued in the Petition, learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his affidavit/report dated 15.03.2012 wherein it has been averred that there has been no mention whether the Petitioner Companies have complied with the Accounting Standard-14 issued by the INstitute of Chartered Accountant. IN response to the aforesaid the Petitioner Companies have filed an affidavit on 11th May 2012 wherein they have submitted the undertaken that the Petitioner Companies have complied and shall continue to comply with the Accounting Standard-14 issued by the INstitute of Chartered Accountant. Relying on Clause 9.1 of Part-IX of the ,,Scheme, he has stated that upon sanction of the ,,Scheme all the employees of the Transferor Companies shall become the employees of Transferee Company without any break or interruption in their services upon sanctioning of the ,,Scheme of arrangement by the Honble Court. IN the affidavit it has been further stated that the Central Government has no objection to the proposed ,,Scheme.