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2012 (12) TMI 269 - HC - Companies LawAmalgamation - held that:- Scheme involving Amalgamation of a wholly owned subsidiary Company with its Holding Company, Holding Transferee Company is not obliged to seek sanction under the provisions of Sections 391 to 394 of the Act. Upon the Scheme being sanctioned, the entire shareholding of the Petitioner Subsidiary Company would stand cancelled. Further, the Scheme of Amalgamation does not involve any compromise or arrangement with the Shareholders or Creditors of the Transferee Company. In the present case, the material on record demonstrates that upon Amalgamation of the Petitioner Subsidiary Company, with the Holding, Transferee Company, no reorganisation of the share capital of the Transferee Company is involved. The Scheme, if sanctioned, would not be detrimental to the interests of the members or creditors of the Transferee Company or to the public interest at large - net worth of the Petitioner Subsidiary Company is positive and it has an excess of assets over liabilities. Similarly, the net worth of the Transferee Company is positive and it has an excess of assets over liabilities. There is, therefore, no question of the Scheme being detrimental to the public interest - stand taken by the Regional Director cannot be accepted - proposed Scheme of Amalgamation would be in the interest of the Transferor and Transferee Companies, their members and Creditors.
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