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TMI Blog2014 (1) TMI 1015X X X X Extracts X X X X X X X X Extracts X X X X ..... fer of lease between them would not be in favour of a foreign company or foreigners, though foreigners may be director in one of the companies. The Official Liquidator or the Regional Director are unable to show any condition in the lease deed which would stand violated in case the scheme of amalgamation is sanctioned. They have not specifically pointed out any guideline of the Reserve Bank of India or the provisions of the Foreign Exchange Management Act which may be infringed in case the scheme of amalgamation is sanctioned - There is nothing on record to indicate that the scheme of amalgamation is in any manner detrimental to the interest of its share holders or to its unsecured creditors or against the public public policy of India. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... te Ltd. would remain in existence and that the services of all the employees of the company No.1 would stand transferred to company No.2 without any determinant to them. It has been approved by the Board of Directors of both the companies separately on 1.2.2013. The petitioners have preferred Company Application No.5 of 2013 for the purposes of convening/dispensing with meeting of equity shareholders and unsecured creditors. The Court vide order dated 4.4.2013 had dispensed with the meetings of the share holders of both the companies and only meetings of the unsecured creditors were directed to be convened as there were no secured creditors. The Court for holding the meetings of the unsecured creditors of the companies appointed Chairpers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en that there is no violation of any guideline of Reserve Bank of India or the provisions of Foreign Exchange Management Act. It is, however, stated that the affairs of none of the companies are prejudicial to interest of their members or public at large. The Official Liquidator has also brought on record the affidavit of the Regional Director, Northern Region, Ministry of Corporate Affairs who also states that all the shares of the Company No.2 are held by two foreign companies and, therefore, the said companies be required to give an undertaking regarding compliance of the guidelines of the Reserve Bank of India and that the provisions of Foreign Exchange Management Act are not violated. It further states that as the lease hold land of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ioned. They have not specifically pointed out any guideline of the Reserve Bank of India or the provisions of the Foreign Exchange Management Act which may be infringed in case the scheme of amalgamation is sanctioned. The Director of the Company No.2 in his affidavit has clearly stated that in terms of the provisions of the Foreign Exchange Management Act and guidelines of the Reserve Bank of India there is no bar on a company incorporated under the Companies Act and registered in India with foreign share holders to acquire or hold the industrial land or carry out commercial activities in India. He at the same time, undertakes on behalf of the Company to comply all necessary formalities and requirements necessary according to the guideli ..... X X X X Extracts X X X X X X X X Extracts X X X X
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