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2015 (3) TMI 654 - HC - Companies LawApplication for Scheme of Arrangement / Amalgamation - Sections 391 to 394 of the Companies Act, 1956 - Regional Director observation regarding undertaking to comply with FEMA and RBI regulations , No objection from RBI with regard to proposed scheme , arrangement is not proposing to write off or reduce the value of any liability - Carry forward of losses - Held that:- It is submitted that all the Petitioner Transferor and Transferee Companies are Core Investment Companies (CIC) as defined in the Core Investment Companies (Reserve Bank) Directions, 2011, issued by the Reserve Bank of India, and as per the said Directions, Core Investment Companies are not required registration from the RBI as NBFC. Further, RBI NOC is also not required for amalgamation of Core Investment Companies. The Petitioner Transferee Company has undertaken and confirmed that it will comply with all the compliances of the Reserve Bank of India and will take other necessary steps in this regard, if any. Further submitted that all the Petitioner Transferor and Transferee Companies are profit making companies and do not have any accumulated losses and un-absorbed depreciation except the Transferor Company No. 9 which has a small amount of loss of ₹ 9.68 lac as on 31.3.2013. The aforesaid loss has been fully set off against the income of the Transferor Company No. 9 during the Financial Year ended 31.3.2014 and as on date there is no loss in the Company. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies, representation/report filed by the Regional Director, Northern Region and Official Liquidator attached with this Court to the proposed scheme, there appears to be no impediment to the grant of Sanction to the Scheme. Consequently, Sanction is hereby granted to the Scheme under Sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. - Scheme of amalgamation approved.
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