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2015 (6) TMI 41 - HC - Companies LawApplication for the Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 - Regional Director's observation regarding compliance of norms of Telecom Regulatory Authority of India (TRAI) duly addressed - Held that:- Although the Regional Director in his report has not raised any objection to the proposed Scheme, but in para 7 of his report, he has pointed out that the petitioner companies in their reply have submitted that the transferee company is registered as a Tele Marketer with Telecom Regulatory Authority of India (TRAI) and has to comply with norms specified by them along with the governance principles laid down by the corporation. He, therefore, prays that the transferee company may be directed to give an undertaking that “it has complied with norms specified by them along with the governance principles laid down by the corporation (especially around Data integrity & Respect for privacy). In reply, the petitioner companies have filed an affidavit dated 16th March, 2015 of Mr. Manish Motani, authorized signatory of the petitioner companies, undertaking to comply with the norms specified by the Telecom Regulatory Authority of India in terms of the Telecom Commercial Communications Customer Preference Regulations, 2010 and other applicable regulations, rules or guidelines, as also the governance principles laid by the TRAI. The aforesaid undertaking is accepted and the petitioner shall remain bound by the same. In view of the above, the observation made by the Regional Director stands satisfied. Considering the approval accorded by the equity shareholders and creditors of the petitioner companies to the proposed Scheme of Amalgamation and the affidavits filed by the Regional Director, Northern Region, and the Official Liquidator not raising any objection to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. - Application of Scheme of Amalgamation approved.
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