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In Re : American Express Foreign Exchange Services India Limited and American Express Services India Limited

2015 (6) TMI 41 - DELHI HIGH COURT

Application 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 Marke .....

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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 m .....

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Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. - Application of Scheme of Amalgamation approved. - COMPANY PETITION NO. 780/2014 - Dated:- 5-5-2015 - SUDERSHAN KUMAR MISRA, J. A. Das, Advocate for the petitioners Ms. Aparna Mudiam, Assistant Registrar of Companies for the Regional Director Mr. Rajiv Bahl, Advocate for the Official Liquidator JUDGMENT 1. This joint petition has been filed under Sections 391 to 394 of the Companies Act, 1956 by the petitioner compani .....

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4 with the Registrar of Companies, Tamil Nadu under the name and style of T. T. Travels Private Limited. Thereafter, the word Private was deleted from the name of the company w.e.f. 1st July, 1995. The company changed its name to T. T. Forex Limited and obtained the fresh certificate of incorporation on 30th June, 2000. The company again changed its name to American Express Foreign Exchange Services India Limited and obtained the fresh certificate of incorporation on 19th May, 2003. Thereafter, .....

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to Tata Finance Amex Private Limited and obtained the fresh certificate of incorporation on 12th November, 1999. Thereafter, the word Private was deleted from the name of the company and the company became a deemed public company under Section 43A of the Companies Act, 1956. The name of the company was changed to Tata Finance Amex Limited and the fresh certificate of incorporation was issued on 26th December, 2001. The company finally changed its name to American Express Services India Limited .....

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y shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 54,05,01,810/- divided into 5,40,50,181 equity shares of ₹ 10/- each. 7. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, have also been filed. 8. A copy of the Scheme of Amalgama .....

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of scale. 9. So far as the share exchange ratio is concerned, the Scheme provides that no consideration shall be payable by the transferee company for the shares of the transferor company since the transferee company (itself, through its nominee or jointly with others) is the shareholder of the transferor company, and accordingly no shares shall be allotted by the transferee company either to itself or to the joint holders of shares or to any of its nominee shareholders holding shares in the tr .....

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ave been placed on record. 12. The petitioner companies had earlier filed CA (M) No. 123/2014 seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide order dated 22nd September, 2014 which was modified by order dated 28th November, 2014, this court allowed the application and dispensed with the requirement of convening .....

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the Regional Director, Northern Region, and the Official Liquidator. Citations were also directed to be published in 'Indian Express' (English) and Jansatta (Hindi) editions. Affidavit of service dated 24th February, 2015 has been filed by the petitioner showing compliance regarding service on the Official Liquidator and the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers on 20th February, 2015. Copies of the newspaper clippings .....

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o not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or public interest, as per second proviso of Section 394(1) of the Companies Act, 1956. 15. In response to the notices issued in the petition, Mr. A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 3rd March, 2015. Relying on Clause 3.1.2(vii) of Part-III of the Scheme, he has stated that, upon sanction of the Scheme of Amalgamation, al .....

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art-III of the Scheme, it has been stated that upon this scheme becoming effective, the transferor company shall stand dissolved without the process of winding up. 16. 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 comp .....

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itioner 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. 17. No objection ha .....

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