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2014 (1) TMI 1166 - GUJARAT HIGH COURTAmalgamation of Indian company with foreign company - Dissolution of transferee company - Held that:- if the transferor company is a “body corporate” as contemplated under Section 394 (4)(b) then though the transferor company is not incorporated and registered in India, it can be amalgamated with the transferee company so long as the transferee company is incorporated and registered in India. However, it would be subject to the condition that such amalgamation must not be in violation of the provision contained under Reserve Bank of India Act, 1934 and / or Foreign Exchange Management Act, 1999 and also the provision of the Act or any other law. Such amalgamation also should not be in violation of any provision applicable to the transferor company i.e. should not be in violation of the laws applicable to the companies in the Country where the transferor company is formed and registered and situate. Transferor company is incorporated, registered and situated outside India i.e. in Mauritius and under the provisions of the laws prevailing and applicable in Mauritius. From the proposed scheme and the details mentioned in present petition it comes out that the said transferor company fall within the purview of the terms “body corporate” which is defined under Section 2(7) read with Section 394(4)(b) of the Act and the petitioner transferee company is incorporated, registered and situated in India. In light of the provisions in the scheme, it would be necessary for the transferor company to fulfill all requirements under the laws applicable in Mauritius and it would be obligatory for the transferor as well as the petitioner - transferee company to obtain, before the scheme can be implemented from all concerned and appropriate authorities, all types and categories of permission, approval, consent etc. as may be necessary under the relevant and applicable laws, for implementation of the scheme - subject to diligent and strict compliance of the conditions mentioned hereinabove there is no objection against proposed scheme and it does not appear to be prejudicial to the interest of the shareholders of the petitioner company, and therefore it transpires that there is no reason or justification to not sanction the proposed scheme of amalgamation, but of course on the condition that the petitioner company shall strictly and diligently address all the objection raised by the Regional Director and abide by the declaration, stipulation and undertaking contained in the affidavit dated 21.6.2011 read with the scheme - scheme of arrangement would not be prejudicial to the interest of the companies and their members - Decided in favour of petitioner.
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