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2016 (8) TMI 1052 - GUJARAT HIGH COURT

2016 (8) TMI 1052 - GUJARAT HIGH COURT - TMI - Scheme of Arrangement in the nature of amalgamation amongst the Petitioner Company and the Transferor Companies and their respective shareholders and creditors deserves to be granted. The Scheme of Amalgamation is hereby sanctioned. The same shall be binding upon all the Equity Shareholders, Secured Creditors, Unsecured Creditors of the Petitioner Company and all other agencies, departments and authorities of the Central, State and any other local a .....

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mpanies Act, 1956 and seek sanction thereof. 2. The Petitioner Company i.e. HDB Financial Services Private Limited is the Transferee Company whereas HBL Global Private Limited and Atlas Documentary Facilitators Private Limited are the Transferor Companies. HBL Global Private Limited shall hereinafter be referred to as the Transferor Company No. 1, Atlas Documentary Facilitators Private Limited shall hereinafter be referred to as the Transferor Company No. 2 and HDB Financial Services Private Lim .....

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ls about its share capital, the objects with which the company came to be incorporated and other relevant facts. The Petitioner/Transferee Company was incorporated on 4th June, 2007 and is inter alia engaged in the business of financing the requirements of individual borrowers and medium, small and micro business enterprises. It also carries a Business Process Outsourcing ( BPO ) business and provides services to HDFC Bank Ltd. to run collections call centers. The Transferor Company No. 1 commen .....

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credit card processing, depository services etc. 5. The Petitioner/Transferee Company had filed Company Application No. 391 of 2015 seeking appropriate directions for convening meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company in terms of Section 391 of the Companies Act, 1956. This Court, by an Order dated 23rd December, 2015, took note of the aforesaid fact and issued necessary directions for convening respective meetings of the Equity Shareholders, .....

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7. The present substantive Petition was thereafter filed, placing the Scheme of Amalgamation for consideration and sanction of this Court. 8. The Petition was admitted by Order of this Court dated 18th February, 2016. The public notices for the same were duly advertised in the English daily newspaper Business Standard and Gujarati daily newspaper Financial Express , both Ahmedabad Editions dated 26th February, 2016. The publication in the Government Gazette was dispensed with as per the said Ord .....

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d advocate on behalf of M/s Wadia Ghandy & Co., learned advocates for the Petitioner Company and Mr. Kshitij Amin, learned Central Government Counsel on behalf of Mr. Devang Vyas, Learned Assistant Solicitor General, for the Regional Director. 11. The Regional Director in Paragraph 2(c) of his Affidavit has observed that the Petitioner Company is an NBFC registered with the Reserve Bank of India and the Company has not placed on record, a copy of the No Objection received from RBI. The Regio .....

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2016 on record, as Annexure A to the Additional Affidavit. 13. A perusal of the said letter revels that RBI has granted its approval to the Scheme and accordingly no directions are required to be passed by this Court in this regard. However, it is directed that the Petitioner Company shall comply with the terms and conditions of the aforesaid letter dated 16th October, 2015 issued by RBI. 14. With respect to the next observation, Regional Director has observed that a total of 6,31,390 Equity Sha .....

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in accordance with requirements stipulated under Regulation 5 read with Schedule 4 of the FEMA (Transfer of Issue of Security by a Person Resident Outside India), 2000 as amended from time to time and therefore no other compliances/filings were required to be made in connection with such subscription of shares. Mr. Bhatt further submits that the Petitioner Company is in compliance with the relevant FEMA and RBI guidelines in this regard. 15. In light of the aforesaid submission and averments ma .....

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the share exchange ratio given in the Scheme is not recommended by either of valuers. The Regional Director has, accordingly, sought for a direction to Petitioner Company to place on record relevant details relating to calculation of share exchange ratio. 17. Mr. Tanvish Bhatt has drawn this Court s attention to Paragraph 3.8 of the Additional Affidavit to point out that after considering the aforementioned valuation reports, the management of Petitioner Company had decided to take the median va .....

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th reference to the next observation by the Regional Director, no reply is received from the Income Tax Department. Since the statutory period of 15 days as envisaged in the relevant circular of the Ministry of Corporate Affairs is over, it can be presumed that the Income Tax Department has no objection to the proposed Scheme of Amalgamation. However, it is directed that the Petitioner Company shall comply with the applicable provisions of the Income Tax Act and Rules. 20. In the light of the af .....

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f sanction to the Scheme of Amalgamation, inasmuch as from the material on record and on a perusal of the Scheme, the Scheme appears to be fair and reasonable and is not violative of any provisions of law, nor is it contrary to public policy. As noticed earlier, none has come forward to oppose the Scheme. All requisite statutory compliances have also been substantially fulfilled. 21. This court is, therefore, satisfied that the Scheme of Arrangement in the nature of Amalgamation amongst the Peti .....

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