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TMI Blog2016 (8) TMI 1052X X X X Extracts X X X X X X X X Extracts X X X X ..... ORDER 1. The Petitioner Company has presented a Scheme of Arrangement in the nature of amalgamation between HBL Global Private Limited and Atlas Documentary Facilitators Private Limited with HDB Financial Services Limited and their respective shareholders and creditors under Sections 391 and 394 of the Companies Act, 1956 and seek sanction thereof. 2. The Petitioner Company 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing support to various banks, in the areas of retail assets and liabilities, credit card processing, depository services etc. 5. The Petitioner/Transferee Company had filed Company Application No. 391 of 2015 seeking appropriate directions for convening meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company in terms of Section 391 of the Companies 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, al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... behalf of Mr. Devang Vyas, Learned Assistant Solicitor General, for the Regional Director. 11. The Regional Director in Paragraph 2(c) of his Affidavit has observed that the Petitioner Company is an NBFC registered with the Reserve Bank of India and the Company has not placed on record, a copy of the No Objection received from RBI. The Regional Director has, accordingly, sought for 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 mentio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the relevant FEMA and RBI guidelines in this regard. 15. In light of the aforesaid submission and averments made in the Additional Affidavit, the observations made by the Regional Director in this regard, stand substantially addressed. 16. With respect to the third observation, Regional Director has observed that the Petitioner Company has submitted two valuation reports dated 10th 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 di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Regional Director, there are no complaints against the Petitioner Company. It has also been stated that Scheme of Amalgamation proposed between the Petitioner Company and the Transferor Companies is not prejudicial to the interests of the shareholders of the Petitioner Company and the public at large and hence, there does not appear to be any impediment to the grant of sanction to the 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 fulfill ..... X X X X Extracts X X X X X X X X Extracts X X X X
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