2012 (12) TMI 155

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....me of Amalgamation (hereinafter referred to as 'Scheme') 2. The petitioner companies had earlier filed C.A. (M) No. 58 of 2012 seeking directions of this Court for dispensation of the meetings. Vide Order dated 25.04.2012, this court allowed the application and dispensed with the requirement of convening meetings of Equity Shareholders, Secured and Unsecured Creditors of the Petitioner Companies. 3. The Petitioner Companies have thereafter filed the present petition seeking sanction of the Scheme of Amalgamation. Vide order dated 09.05.2012, notice in the Petition was directed to be issued to the Regional Director, Northern Region, and the Official Liquidator. Citations were also directed to be published in "Business Standard" (Eng....

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....gamation by the Hon'ble Court. 6. That the Regional Director (NR) in para 5 and 5.1 of the affidavit has also stated that ROC, Delhi has reported an investment in Transferor Company from a Mauritius based foreign investment company. In view of the same the Petitioner Companies may be asked to clarify whether any RBI approval was required under FEMA in regards to receiving of money from foreign investor, if deemed fit and proper by this Hon'ble Court. The Petitioner Companies in their response dated 03.09.2012 has stated that vide letter dated 01.08.2012, both the Transferor and Transferee companies have intimated to the Regional Director (NR) that as said funds were received under the automatic route of FDI, and as per the extant policy,....

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....day, During the Course of hearing Mr. Rajiv Bahl, Learned counsel for the Official Liquidator and Mr. K.S. Pradhan, Deputy Registrar of Companies for Regional Director (Northern Region) state that they have no objection to the present Scheme being sanctioned. 10. In view of the approval accorded by the Shareholders and Creditors of the petitioner Companies, representations/ reports filed by the Regional Director, Northern Region and the official liquidator, attached with this court to the proposed scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently sanction is hereby granted to the Scheme of Amalgamation under Section 391 and 394 of the Companies Act, 1956. The....