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TMI Blog2012 (12) TMI 537X X X X Extracts X X X X X X X X Extracts X X X X ..... n respect of a Scheme of Amalgamation (Scheme for short) between the said Petitioner Company and Citicorp Finance (India) Limited (hereinafter referred to as Transferee Company). As per the scheme, the Petitioner Company is proposed to be merged in the Transferee Company. 2. The registered office of the Petitioner Company is situated in New Delhi, within the jurisdiction of this Court. The registered office of the Transferee Company is situated in Mumbai. High Court of Bombay has allowed the Application filed by the Transferee Company vide order dated 24.08.2012. The present petition has been filed only by Transferor Company. 3. Details with regard to the date of incorporation of Petitioner Company and Transferee Company, their authorized ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tings of Shareholders, Secured Creditors of the Transferor Company and a separate meeting of the Unsecured Creditors of the Transferor Company was ordered to be convened. From the report of the Chairperson at the aforesaid meeting, it is apparent that Scheme was approved unanimously by the Unsecured Creditors of the Petitioner Company. 9. The Petitioner Company thereafter filed the present petition seeking sanction of the Scheme. Vide order dated August 31, 2012 notice in the petition was directed to be issued to the Regional Director, Northern Region and Official Liquidator and a copy of the Petition was directed to be served upon the Registrar of Companies. Citations were also directed to be published in Indian Express' (English, Delhi E ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ndia and may be required to give an undertaking for compliance of all the Rules and Regulations of the Reserve Bank of India being the concerned regulator of its activities for proposed amalgamation. 12. In response to the above mentioned observations it has been undertaken that the Transferor and Transferee Company will comply with all the applicable Rules and Regulations of Reserve Bank of India. In view of the above said undertaking, the observation made by the Regional Director no longer survive. 13. The Regional Director in para no. 6 of his affidavit has observed that the Transferor Company is a wholly owned subsidiary of the Transferee Company and the Transferee Company is a wholly owned subsidiary of a Foreign Company and accordin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e effect on competition in India. Accordingly, the Company states that the said Regulations make it clear that no such notice is required to be given to the commission in case of an amalgamation which involves an Holding company and its subsidiaries, which are wholly owned by enterprises belonging to the same group. 17. The Petitioner Company further Undertakes that if under any law or regulation applicable to it, it is required to give any notice or seek an approval from any governmental authority or regulator including the Competition Commission of India then the Petitioner Company shall comply with the said law/regulation. In view of the above said clarifications, the observations made by the Regional Director no longer survive. 18. No ..... X X X X Extracts X X X X X X X X Extracts X X X X
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