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2016 (4) TMI 919 - HC - Companies LawScheme of Amalgamation - Held that:- The observations made by the Regional Director having been addressed and the Official Liquidator having opined that the affairs of the Petitioner Transferor Company have not been conducted in a manner prejudicial to the interest of its members or to the public interest, in the opinion of this Court there does not appear to be any impediment to the grant of sanction to the Scheme of Amalgamation, inasmuch as from the material on record and on perusal of the Scheme, it appears to be fair and reasonable and is not violative of any provisions of law, or contrary to public policy. The Amalgamation under the proposed Scheme appears to be in the interest of the companies and their members and creditors and, therefore, deserves to be sanctioned. Accordingly, the Scheme, as proposed by the Petitioner Company is hereby sanctioned with an amendment in Clause 5.1 and Clause 12, as stated in the Affidavit filed by the Petitioner Company. It is, however, clarified that the sanctioning of this Scheme would not absolve anyone, who is otherwise liable for any responsibility or liability, only on account of this sanctioning. It is clarified that the implementation of the present order shall be subject to the proceedings filed by the Transferor Company – 1 and Transferee Company before the High Court of Judicature at Bombay.
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