Hrishikesh Roy, J. -- Heard Mr. R K Agarwalla, learned counsel for the petitioners. Also heard Mr. N. Baruah, learned C.G.C. for the Central Govt. 2. This is a petition under Section 391(2) to 394 of the Companies Act, 1956, in the matter of amalgamation between the petitioners companies whereby the petitioner No.1, M/s. Sigma Soya Industries Pvt. Ltd. together with all its assets and liabilities are to be transferred to the petitioner No.2, M/s. Sigma Spice Industries Pvt. Ltd. The registered office of the petitioner No.1 is located at T.R. Phookan Road, Fancy Bazaar Guwahati-781001, Assam and the petitioner No.1 is located at Malpani Complex, Kednuguri, Jorhat-785001. Approval/sanction of the Court is sought in respect of the scheme of amalgamation, a copy whereof is annexed to this petition as Annexure-“A”. 3. By this Court's order dated 7.5.2014, after seeing the reports of the meetings submitted under Rule 78 of the Companies (Court) Rules, 1959, verified by affidavits and marked collectively as Annexure-I & J, held in compliance with the Court's order dated 19.2.2014 and on perusal of the petition for confirming the scheme of amalgamation in Form No.40, this petition was fixed for hearing and notices were ordered to be advertised in the Assam Tribune, Guwahati and “Asomiya Pratidin”, Guwahati not less than 14 days before the date fixed for hearing. Notice of the petition was also ordered to be served on the Regional Director, Company Law Board, Eastern Region, Shillong no less than 28 clear days before the date fixed for hearing. 4. Mr. RK Agarwala, learned counsel appearing for the petitioners states that all the aforesaid directions have been faithfully complied with and that the notice have been served on all the parties including the Regional Director, Company Law Board, Eastern Region, Shillong. 5. The Regional Director, Company Law Board, Eastern Region, Shillong has filed an affidavit on behalf of the Central Govt. The observation of the Central Govt. are as follows: (a) The capital clause in the Memorandum of Association (MOA) and Articles of Association (MOA) of the Company can be amended by following requisite procedure as laid down in the Companies Act, 2013 and by filing e-form MGT-14 to the office of the Registrar of Companies. The observation of the Central Govt. are as follows: (a) The capital clause in the Memorandum of Association (MOA) and Articles of Association (MOA) of the Company can be amended by following requisite procedure as laid down in the Companies Act, 2013 and by filing e-form MGT-14 to the office of the Registrar of Companies. Submission is made before this Court to direct the petitioner companies to suitably amend the scheme by inserting a sentence “subject to compliance of the provisions of Section 117 of the Companies Act, 2013” in the last line of said para of the scheme. (b) That there is no clause in the scheme that “the transferor company shall be dissolved without winding up” as per the provisions of Section 394 of the Companies Act, 1956 in the instant petition. Submission is made before this Court to direct the petitioner companies to amend the scheme by inserting the above clause to bring it in order. (c) The accounting treatment of asset and liabilities in the books of Transferee Company shall be made at their respective book values and any deficit or surplus shall be adjusted against reserves only in terms of provisions of Accounting Standard-14. However, the surplus if any, arising should be treated as general reserve since the nature of such gain/surplus has arisen out of amalgamation and not out of operational activities of the company, thereby the nature of such surplus should be capital reserve. Hence, submission is made before this Court to direct the petitioner companies to amend such para of the scheme by inserting a para that any surplus arising out of resultant acquisition of assets over purchase consideration paid shall be treated as capital reserve in the books of the Transferee Company. 6. The counsel appearing for the petitioners submits that as far as the observation made in paragraph 2(b) of the affidavit filed by the Central Government is concerned, it is already mentioned in Clause 6 of Part-II of scheme of amalgamation i.e. “the transferee company shall stand dissolved without winding up”. Otherwise also that is the statutory requirement under Clause-IV of Section 394(I)(b) of the Companies Act, 1956 and that has to be complied with and this Court directs accordingly. 7. Otherwise also that is the statutory requirement under Clause-IV of Section 394(I)(b) of the Companies Act, 1956 and that has to be complied with and this Court directs accordingly. 7. The learned counsel for the petitioners further submits that the observation made in paragraph 2(c) of the affidavit filed by the Central Government regarding accounting treatment of assets and liabilities are not correct. It is submitted that commercial production of the transferor company has not been started and no profit and loss account has been drawn till date and also the company does not have any reserve and surplus in the balance sheet. It is also submitted that since the share exchange ratio is fixed at 1:1, no surplus shall arise post amalgamation. However it is submitted, surplus, if accrues, shall be transferred to capital reserve and the scheme shall be amended accordingly as may be directed by this Court. 8. According to the learned counsel for the petitioners, the observation made in paragraph 2(a) of the affidavit filed by the Central Government as regards complying with the provision of Section 117 of the Companies Act, 2013 and filing of form MGT-14 is concerned, the same are not required since Clause 25 of the Articles of Association of the transferee company specifically states that the share capital can be altered by passing any Ordinary Resolution. It is further submitted for the petitioners that as stated in Clause 10.1 of the scheme of amalgamation, the authorized share capital of the transferee company shall automatically stand increased without any further act, instrument and deed on the part of the transferee company. It is, however submitted by the learned counsel for the petitioners that in any case, the transferee company has already increased its authorized share capital from Rs.1.50 crores (Rupees one crore fifty lakhs) to Rs.3 crores (Rupees three crores) in its Extra-ordinary General Meeting held on 23.6.2014 and has also paid the requisite fees to the Registrar of Companies. The copies of the resolution dated 23.6.2014 passed in Extra-ordinary General Meeting to increase the authorized share capital of the transferee company and the receipts of fees paid to the Registrar of Companies are also annexed with the rejoinder affidavit filed by the petitioners as Annexure “A” & “B” respectively. 9. The copies of the resolution dated 23.6.2014 passed in Extra-ordinary General Meeting to increase the authorized share capital of the transferee company and the receipts of fees paid to the Registrar of Companies are also annexed with the rejoinder affidavit filed by the petitioners as Annexure “A” & “B” respectively. 9. I find that observations of the Regional Director, Company Law Board, Eastern Region, Ministry of Corporate Affairs made in paragraph 2(a) of their Affidavit are unnecessary and therefore on this aspect the submissions made by the learned counsel for the petitioners are accepted. It is held that compliance with provisions of Section 117 of the Companies Act, 2013 and filing of e-form MGT-14 are not required. 10. This Court has considered the observations and submissions of the Central Govt. standing counsel and the counsel for the petitioners. 11. In view of the above observations and undertaking given, the submissions of the petitioner companies are accepted. It is therefore, considered expedient that the prayer for approval/sanction of the scheme of amalgamation be granted in terms of the prayer in this petition confirming the said scheme of amalgamation. Accordingly, there will be orders in terms of the prayers (a), (b), (c), (d), (e), (f), (g) & (h) of paragraph 15 of the petition. The case is disposed of with the above orders. 12. Let the Registrar General draw up necessary order in Form No.42 under the Companies (Court) Rules, 1959.