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2014 (1) TMI 1015 - ALLAHABAD HIGH COURTAmalgamation of company - Dispensing with meeting of equity shareholders and unsecured creditors - Held that:- Court had directed the petitioner companies to file an affidavit indicating as to whether the lease can be transferred to Company No.2 which is 100% owned by foreign companies and whether Company No.2 is under any obligation to obtain any clearance from the Reserve Bank of India under Foreign Exchange Management Act - It may be noted that the transfer of lease, if any, is by one company to another company which have been incorporated under the Companies Act and are having their registered offices in India and, as such, transfer 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. The scheme does not appears to be in violation of any provisions of the Foreign Exchange Management Act or the guidelines of the Reserve Bank of India in this regard and in case any formalities in this regard are required to be completed the Director of the transferee company i.e. Company No.2 has undertaken to comply the same as and when required - Petition allowed.
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