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TMI Blog2016 (6) TMI 1022X X X X Extracts X X X X X X X X Extracts X X X X ..... R : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN, CENTRAL GOVERNMENT STANDING COUNSEL for MR DEVANG VYAS, ASSISTANT SOLICITOR GENERAL COMMON ORAL JUDGMENT 1. These are the petitions filed by three companies viz. Arvind Brands Limited, Asman Investments Limited and Arvind Brands and Retail Limited, for the purpose of obtaining the sanction of this court to a Scheme of Amalgamation of two Transferor Companies viz. Arvind Brands Limited and Asman Investments Limited with Arvind Brands and Retail Limited, proposed under Sections 391 to 394 of the Companies Act, 1956. 2. It has been submitted that all these Companies belong to the same group of management and are engaged in commercial activities which are s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for the Transferor Companies. The reports dated 8.6.2016 has been filed by the Official Liquidator after taking into account the respective reports of the Chartered Accountant appointed by him out of the panel. It has been observed by the Official Liquidator that the affairs of the Transferor Companies have been conducted within its object clauses and they have not been conducted in any manner prejudicial to the interest of the members or public interest, hence the petitioner transferor Companies may be dissolved without following the process of winding up. However, the Official Liquidator has sought directions to be issued to preserve the books of accounts, papers and records and not to dispose of the same without prior permission of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vide para 2(c) pertains to the compliance of guidelines of Reserve Bank of India with regard to NBFCs by Asman Investments Limited. In this regard, it has been submitted that though the said Company is engaged in the business of investment, it is not a registered NBFC at present. Vide an order dated 29.12.2011, passed by Gujarat High Court, sanctioning the Composite Scheme of Arrangement involving Demerger, the Investment Division of the petitioner Company was demerged and transferred to Arvind Limited. The residue investment activities carried on by the Company, being very small, the Company did not fulfill the criteria of NBFC. The said petitioner Company made an application for deregistration with the Reserve Bank of India and after due ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e. 8. Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits, undertakings provided vide the additional affidavit dated 9.6.2016, I am satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. I have come to the conclusion that the present Scheme of Amalgamation is in the interest of its shareholders and creditors as well as in the public interest and the same deserves to be sanctioned and the same is hereby sanctioned. 9. Prayers in terms of paragraph 16(a) of the Company Petitions no. 117, 118 and 119 of 2016 for the petitioner Companies are hereby granted. 10. The petitions are disposed of accordingl ..... X X X X Extracts X X X X X X X X Extracts X X X X
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