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TMI Blog2016 (3) TMI 979X X X X Extracts X X X X X X X X Extracts X X X X ..... ited (Transferor Companies) with Aditya Birla Nuvo Limited (Transferee Company). 2. The Petitioner of Company Petition No.47 of 2016, i.e., Aditya Birla Nuvo Limited, had filed an application in this Court being Company Application No.38 of 2016, for dispensing with the convening and holding of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the said Company. This Court, vide its order dated 1.2.2016, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders in view of the fact that the Transferor Companies are wholly owned subsidiaries of the Transferee Company and no compromise is offered to any of the shareholders of the Transferee Company in the Scheme. This Cou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of the said Company, in view of the consent affidavits to the Scheme received from all the Equity Shareholders. This Court, vide its aforesaid order dated 1.2.2016, also dispensed with the meeting of the Unsecured Creditors of the said Company. This Court, vide the aforesaid order dated 1.2.2016, also noted that there are no Secured Creditors of the Petitioner Company. 5. The Petitioner of Company Petition No. 50 of 2016, i.e., Indigold Trade and Services Limited, had filed an application in this Court being Company Application No.41 of 2016, for dispensing with the convening and holding the meetings of the Equity Shareholders and Unsecured Creditors of the said Company. This Court vide its order dated 1.2.2016, inter alia, dispensed wit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... behalf of the petitioner companies, all dated 12.2.2016, have been filed, confirming the publication of the notices in the newspapers as directed and also the notice of hearing of the petitions being served upon the Regional Director as well as the Official Liquidator, so far as Company Petitions Nos.48 to 50 of 2016 are concerned. 8. In response to the notice to the Regional Director, Ministry of Corporate Affairs, the Regional Director has filed a common affidavit dated 24.2.2016. In paragraph 2(d) of the said affidavit, it is mentioned that this Court be pleased to direct the Transferee Company to undertake compliance of the SEBI Circular No. CIR/CFD/DIL/5/2013 dated 4.2.2013 read with SEBI Circular No. CIR/CFD/DIL/8/2013 dated 21.5.20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h 2(d) of the common affidavit, Mr.Singhi submits that the Petitioner Company, in paragraph 3 of its reply has, inter alia, stated that the Petitioner Company Aditya Birla Nuvo Limited, has complied with the said SEBI Circulars. In light of the aforesaid, this Court is of the view that the observations of the Regional Director at paragraph 2(d) of the common affidavit stand satisfied. 12. In respect of the observations made by the Regional Director at paragraph 2(e) of the common affidavit, Mr.Singhi submits that the said Petitioner Company in paragraph 4 of its reply has, inter alia, stated that under the Scheme, the Transferee Company is not required to comply with any of the provisions of FEMA or RBI guidelines as no shares are being al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ot been conducted in a manner prejudicial to the interest of its members or to the public interest. In respect of the observations made by the official Liquidator in paragraph 21 of the report, the said companies have filed their respective affidavits, all dated 26.2.2016, ensuring compliance in respect of the same. In respect of the observations made at paragraph 22 of the report, Mr. Singhi submits that the Scheme nowhere prescribes absolving the statutory liability of the Transferor Companies. He further contended that the said aspects are stated on affidavit in paragraph 5. 17. However, the Petitioner Companies shall ensure the compliance of all applicable laws and shall not be absolved from their statutory liabilities. 18. Considerin ..... X X X X Extracts X X X X X X X X Extracts X X X X
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