IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 584 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 610 OF 2010 NANDINI PIRAMAL INVESTMENTS PRIVATE LIMITED …………….. Petitioner Company AND COMPANY SCHEME PETITION NO 585 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 611 OF 2010 SAVOY FINANCE & INVESTMENTS PRIVATE LIMITED …………….. Petitioner Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation between Nandini Piramal Investments Private Limited (‘NPIPL’ or ‘the Transferor Company 1’) AND Savoy Finance & Investments Private Limited (‘Savoy’ or ‘the Transferor Company 2’) WITH The Swastik Safe Deposit & Investments Limited (‘Swastik’ or ‘The Transferee Company ’) AND Their Respective Shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners in both the Petitions. Dr. T. Pandian, Dy. Official Liquidator present in both the Petitions. Mr. C. J. Joy i/b Mr. H.P.Chaturvedi for Regional Director in both the Petitions. CORAM: S. J. Vazifdar, J DATE: 26th November, 2010 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Nandini Piramal Investments Private Limited and Savoy Finance & Investments Private Limited, the Transferor Companies with The Swastik Safe Deposit & Investments Limited , the Transferee Company and their respective Shareholders. 3. Petitioners are 100% subsidiaries of the Transferee Company. In pursuance of order dated 17th September, 2010 passed in Company Summons for Direction, filing of a separate Company Summons for Direction and Petition by The Swastik Safe Deposit & Investments Limited, the Transferee Company was dispensed with. 4. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this 2 Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The Undertaking is accepted. 5. The Regional Director has filed an affidavit stating therein that the scheme does not appear to be prejudicial to the interest of the shareholders and public. 6. The Official Liquidator has filed his report in Company Scheme Petition Nos.584 of 2010 and 585 of 2010 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 7. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled: (a) Company Scheme Petition No. 584 of 2010 is made absolute in terms of prayer clauses (a) to (h); (b) Company Scheme Petition No. 585 of 2010 is made absolute in terms of prayer clauses (a) to (h). 9. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of order. 3 10.The Petitioner Companies in Company Scheme Petition No.584 and 585 of 2010 to pay costs of Rs. 10,000/- each to the Regional Director and the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11.Filing and issuance of the drawn up order is dispensed with. 12.All authorities concerned to act on a copy of this order along with Composite Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. Vazifdar,J.) 4