TaxTMI 
TaxTMI 
2016 (8) TMI 1052
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....any i.e. HDB Financial Services Private Limited is the Transferee Company whereas HBL Global Private Limited and Atlas Documentary Facilitators Private Limited are the Transferor Companies. HBL Global Private Limited shall hereinafter be referred to as the Transferor Company No. 1, Atlas Documentary Facilitators Private Limited shall hereinafter be referred to as the Transferor Company No. 2 and HDB Financial Services Private Limited shall hereinafter be referred to as the Petitioner/Transferee Company. 3. The Petitioner/Transferee Company has its registered office at 2nd Floor, Radhika, Law Garden Road, Navarangpura, Ahmedabad - 380 009. Both the Transferor Companies have their registered office in Mumbai, Maharashtra and have filed sep....
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....nies Act, 1956. This Court, by an Order dated 23rd December, 2015, took note of the aforesaid fact and issued necessary directions for convening respective meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company. 6. The meetings were held on 2nd February, 2016, as directed by this Court and the Scheme of Amalgamation, along with necessary amendments, came to be unanimously approved by each of the Equity Shareholders as well as the Secured and Unsecured Creditors, present and voting in the respective meetings. The Chairman appointed for the respective meetings filed his Report/Affidavit on 9th February, 2016 confirming the result of the meetings. 7. The present substantive Petition was thereafter f....
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.... a direction to Petitioner Company to ensure compliance of guidelines issued by RBI in this regard. 12. Mr. Tanvish Bhatt has drawn this Court's attention to Paragraph 3.2 of the Additional Affidavit to point out that vide a letter dated 16th October, 2015, RBI has granted 'No Objection' for the Scheme of Amalgamation subject to terms and conditions mentioned therein. The Petitioner Company has also placed a copy of the aforesaid letter dated 16th October, 2016 on record, as Annexure 'A' to the Additional Affidavit. 13. A perusal of the said letter revels that RBI has granted its approval to the Scheme and accordingly no directions are required to be passed by this Court in this regard. However, it is directed that the Petitioner Comp....
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....th November, 2014 and 31st October, 2014 prepared by M/s Chitale & Associates, Chartered Accountants, Mumbai and M/s Haribhakti & Co. LLP, Chartered Accountants, Mumbai respectively and from the same it is revealed that the share exchange ratio given in the Scheme is not recommended by either of valuers. The Regional Director has, accordingly, sought for a direction to Petitioner Company to place on record relevant details relating to calculation of share exchange ratio. 17. Mr. Tanvish Bhatt has drawn this Court's attention to Paragraph 3.8 of the Additional Affidavit to point out that after considering the aforementioned valuation reports, the management of Petitioner Company had decided to take the median value of the valuation report....
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....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 has come forward to oppose the Scheme. All requisite statutory compliances have also been substantially fulfilled. 21. This court is, therefore, satisfied that the Scheme of Arrangement in the nature of Amalgamation amongst the Petitioner Company and the Transferor Companies and their respective shareholders and creditors 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 o....