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TMI Blog2016 (2) TMI 757X X X X Extracts X X X X X X X X Extracts X X X X ..... appears to be in the interest of the companies and their members and creditors, therefore, the Scheme deserves to be sanctioned. Accordingly, the Scheme as proposed by the petitioner companies is hereby sanctioned. It is however, clarified that the sanctioning of this Scheme would not absolve the petitioners or anyone who is otherwise liable for any responsibility or liability, only on account of this sanctioning. - COMPANY PETITION NO. 432, 433 of 2015, COMPANY APPLICATION NO. 331, 332 of 2015 - - - Dated:- 17-2-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MS DHARMISHTA RAVAL, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN FOR MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1. Learned advocate for the petitioner s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion and reduced cost; better financial, business and operational aspects and improved administrative control of the Amalgamated Company. The petitions give, in detail, the benefits envisaged due to the Scheme. 5. It is further the case of the petitioners that DL is a public limited company. The shares of DL are listed on BSE and NSE. In compliance with clause 24(f) of the listing agreement, DL had approached the concerned stock exchanges, and the approval/ clearances obtained from the said exchanges had been placed on record. 6. With respect to DL, pursuant to order dated 02.11.2015, passed by this Court in Company Application No.331 of 2015, the meeting of the Equity Shareholders of DL was held as per the directions given in the sai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... It is submitted before this Court that in pursuance to the notices being served, no objections have been received from any of the Secured Creditors. It is further submitted that HDFC Bank has given its consent to the said Scheme. 10. Notice of the petition has been served upon the Regional Director (Western Region), in response to which Shri Devang Vyas, Assistant Solicitor General of India has filed his appearance in all the petitions and an affidavit dated 2nd February, 2016 has been filed by the Regional Director, North Western Region, Ministry of Corporate Affairs. 11. In the above affidavit, the Regional Director has, inter alia, made the following observations: a) The Hon ble Court may be pleased to direct the petitioner c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as applicable, would be scrupulously adhered to by DL and DTL. 13. In view of the fact that the petitioners have already complied with the circulars of SEBI and have obtained NOC from the stock exchanges, who have in turn obtained the same from SEBI, the observation made by the Regional Director stands addressed. However, DL and DTL are directed to comply with the SEBI Circulars and the rules. 14. With reference to the second observation, Ms.Raval has submitted that Transferee Company would comply with the applicable FEMA and RBI guidelines at the time of issue of shares to the NonResident shareholders, pursuant to the sanction of the Scheme of Amalgamation. 15. With reference to the third observation, Ms.Raval, relying on a Judgm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th February, 2016, wherein, it is, interalia, stated that the Official Liquidator solicited certain details from the petitionerTransferor Company, which were supplied. The Official Liquidator obtained investigation report dated 31st March, 2015 from M/s.Suresh R. Shah Associates, Chartered Accountants, who submitted such investigation report after scrutinizing the books of accounts and affairs of the petitionerTransferor Company. The Official Liquidator, after examining the details and the comments offered by the Chartered Accountants, has opined that in view of the report of the Chartered Accountants, the affairs of the petitionerTransferor Company have not been conducted in a manner prejudicial to the interest of its members or to the p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Scheme as proposed by the petitioner companies is hereby sanctioned. It is however, clarified that the sanctioning of this Scheme would not absolve the petitioners or anyone who is otherwise liable for any responsibility or liability, only on account of this sanctioning. 21. The petitioner companies shall pay towards professional charges to learned Assistant Solicitor General ₹ 10,000/in respect of DL being listed company and ₹ 7,500/in respect of DTL. The Official Liquidator shall be paid costs of ₹ 7,500/, in respect of the petition filed by DL. 22. The petitioner Companies are further directed to lodge a copy of this order, the schedules of immovable assets pertaining to DL as on the date of this order and the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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