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TMI Blog2016 (6) TMI 1022X X X X Extracts X X X X X X X X Extracts X X X X ..... ted, for the purpose of obtaining the sanction of this court to a Scheme of Amalgamation of two Transferor Companies viz. Arvind Brands Limited and Asman Investments Limited with Arvind Brands and Retail Limited, proposed under Sections 391 to 394 of the Companies Act, 1956. 2. It has been submitted that all these Companies belong to the same group of management and are engaged in commercial activities which are similar in nature and complimentary to each other. The Board of Directors of these Companies thought it appropriate to amalgamate them for synergic benefits. It is envisaged that consolidation of their activities shall be beneficial for rapid growth of operations of the Transferee Company. The petitions provide the details of the b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ject clauses and they have not been conducted in any manner prejudicial to the interest of the members or public interest, hence the petitioner transferor Companies may be dissolved without following the process of winding up. However, the Official Liquidator has sought directions to be issued to preserve the books of accounts, papers and records and not to dispose of the same without prior permission of the Central Govt. as per the provisions of Section 396(A) of the Companies Act, 1956. Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Companies and not to dispose of the same without prior permission of the Central Govt. It is hereby further directed that even af ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nctioning the Composite Scheme of Arrangement involving Demerger, the Investment Division of the petitioner Company was demerged and transferred to Arvind Limited. The residue investment activities carried on by the Company, being very small, the Company did not fulfill the criteria of NBFC. The said petitioner Company made an application for deregistration with the Reserve Bank of India and after due process, it was duly deregistered as NBFC. The petitioner Company has placed on record a copy of the said order dated 24.3.2014 which confirms the aforesaid submission. In view of the same, the petitioner Company is not required either to comply with the guidelines issued by RBI nor required to obtain any NOC from the RBI. In light of the same ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sion that the present Scheme of Amalgamation is in the interest of its shareholders and creditors as well as in the public interest and the same deserves to be sanctioned and the same is hereby sanctioned. 9. Prayers in terms of paragraph 16(a) of the Company Petitions no. 117, 118 and 119 of 2016 for the petitioner Companies are hereby granted. 10. The petitions are disposed of accordingly. So far as the costs to be paid to the Central Government Standing Counsel is concerned, I quantify the same at Rs. 10,000/- per petition. The same may be paid to the learned Standing Counsel appearing for the Central Government. Costs to be paid to the Office of the Official Liquidator is quantified at Rs. 10,000/- per petition payable only by the Tra ..... X X X X Extracts X X X X X X X X Extracts X X X X
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