IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 668 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 689 OF 2010 AKSHATA TRADELINKS PRIVATE LIMITED …………Petitioner / Transferor Company No. 1 COMPANY SCHEME PETITION NO. 669 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 690 OF 2010 ALK HOLDINGS PRIVATE LIMITED ………… Petitioner / Transferor Company No. 2 COMPANY SCHEME PETITION NO. 670 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 691 OF 2010 BRINAN INVESTMENTS PRIVATE LIMITED …………Petitioner / Transferor Company No. 3 COMPANY SCHEME PETITION NO. 671 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 692 OF 2010 HIMANANDI TRADING AND SERVICES PRIVATE LIMITED ………… Petitioner / Transferor Company No. 4 2 COMPANY SCHEME PETITION NO. 672 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 693 OF 2010 JAYALAXMI HOLDINGS PRIVATE LIMITED …………Petitioner / Transferor Company No. 5 COMPANY SCHEME PETITION NO. 673 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 694 OF 2010 KASHUKHA TRADING AND SERVICES PRIVATE LIMITED ………… Petitioner / Transferor Company No. 6 COMPANY SCHEME PETITION NO. 674 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 695 OF 2010 KHATAU CAPITAL SERVICE PRIVATE LIMITED …………Petitioner / Transferor Company No. 7 COMPANY SCHEME PETITION NO. 675 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 696 OF 2010 KHATAU FINANCE AND INVESTMENT PRIVATE LIMITED ………… Petitioner / Transferor Company No. 8 3 COMPANY SCHEME PETITION NO. 676 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 697 OF 2010 KHATAU STOCK AND INVESTMENT PRIVATE LIMITED …………Petitioner / Transferor Company No. 9 COMPANY SCHEME PETITION NO. 677 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 698 OF 2010 KRISHABH CHEMICALS AND PLASTICS PRIVATE LIMITED ………… Petitioner / Transferor Company No. 10 COMPANY SCHEME PETITION NO. 678 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 699 OF 2010 PANECEA TRADELINKS PRIVATE LIMITED …………Petitioner / Transferor Company No. 11 COMPANY SCHEME PETITION NO. 679 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 700 OF 2010 PRAJAKTA HOLDINGS PRIVATE LIMITED ………… Petitioner / Transferor Company No. 12 COMPANY SCHEME PETITION NO. 680 OF 2010 4 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 701 OF 2010 RHIAKOH FINANCE AND INVESTMENT PRIVATE LIMITED …………Petitioner / Transferor Company No. 13 COMPANY SCHEME PETITION NO. 681 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 702 OF 2010 ROMAP INDUSTRIES PRIVATE LIMITED ………… Petitioner / Transferor Company No. 14 COMPANY SCHEME PETITION NO. 682 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 703 OF 2010 SENTOUKI FINANCE AND INVESTMENT PRIVATE LIMITED …………Petitioner / Transferor Company No. 15 COMPANY SCHEME PETITION NO. 683 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 704 OF 2010 YUCCA FINVEST PRIVATE LIMITED ………… Petitioner / Transferor Company No. 16 COMPANY SCHEME PETITION NO. 684 OF 2010 CONNECTED WITH 5 COMPANY SUMMONS FOR DIRECTION NO. 705 OF 2010 GREAT VIEW PROPERTIES PRIVATE LIMITED ………… Petitioner / Transferee 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 of Akshata Tradelinks Private Limited (‘ATPL’ or ‘Transferor Company 1’) And ALK Holdings Private Limited (‘AHPL’ or ‘Transferor Company 2’) And Brinan Investments Private Limited (‘BIPL’ or ‘Transferor Company 3’) And Himanandi Trading And Services Private Limited (‘HTPL’ or ’Transferor Company 4’) And Jayalaxmi Holdings Private Limited (‘JHPL’ or ’Transferor Company 5’) And Kashukha Trading And Services Private Limited (‘KTPL’ or ’Transferor Company 6’) And Khatau Capital Service Private Limited (‘KCSPL’ or ’Transferor Company 7’) 6 And Khatau Finance & Investment Private Limited (‘KFIPL’ or ’Transferor Company 8’) And Khatau Stock & Investment Private Limited (‘KSIPL’ or ’Transferor Company 9’) And Krishabh Chemicals & Plastics Private Limited (‘KCPPL’ or ’Transferor Company 10’) And Panecea Tradelinks Private Limited (‘PTPL’ or ’Transferor Company 11’) And Prajakta Holdings Private Limited (‘PHPL’ or ’Transferor Company 12’) And Rhiakoh Finance & Investment Private Limited (‘RFIPL’ or ’Transferor Company 13’) And Romap Industries Private Limited (‘RIPL’ or ’Transferor Company 14’) And Sentouki Finance & Investment Private Limited (‘SFIPL’ or ’Transferor Company 15’) And Yucca Finvest Private Limited (‘YFPL’ or ’Transferor Company 16’) With Great View Properties Private Limited (‘GVPPL’ or ’Transferee Company’) And Their Respective Shareholders 7 Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., Advocates for the Petitioners in all Petitions. Dr. T. Pandian Official Liquidator, present in the Company Scheme Petition Nos. 668 of 2010 to 683 of 2010. Mr. C.J. Joy, i/b H.P. Chaturvedi for Regional Director in all Petitions. CORAM: S. C. Dharmadhikari, J. DATE: 28th January, 2011 PC: 1. Heard learned counsels for the parties. 2. The sanction of Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Akshata Tradelinks Private Limited and ALK Holdings Private Limited and Brinan Investments Private Limited and Himanandi Trading & Services Private Limited and Jayalaxmi Holdings Private Limited and Kashukha Trading & Services Private Limited and Khatau Capital Service Private Limited and Khatau Finance & Investment Private Limited and Khatau Stock & Investment Private Limited and Krishabh Chemicals & Plastics Private Limited and Panecea Tradelinks Private Limited and Prajakta 8 Holdings Private Limited and Rhiakoh Finance & Investment Private Limited and Romap Industries Private Limited and Sentouki Finance & Investment Private Limited and Yucca Finvest Private Limited with Great View Properties Private Limited and their Respective Shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated therein in para 6, it appears the Scheme is not prejudicial to the interest of shareholders and public. In Paragraph 6 of the said Affidavit it is stated that :- “ 6. That the Deponent further submits that the if any of the Petitioner Companies is registered with the Reserve Bank of India as Non Banking Finance Company or carrying on business activity of Non Banking Finance Company, then in that case the said petitioner companies maybe directed 9 to file a copy of the scheme along with the copy of this Hon’ble Court’s order sanctioning the present scheme of amalgamation within 30 day’s from the date of the order, with the Reserve Bank of India.” 5. The Counsel appearing on behalf of the Petitioner Companies states that so far as paragraph 6 of the Affidavit of Regional Director is concerned, none of the Petitioner Companies are registered Non Banking Finance Companies and that none of them are carrying on any business activity of Non Banking Finance Corporation and therefore there is no need to file a copy of the Scheme along with the order sanctioning the Scheme with the Reserve Bank of India 6. The Official Liquidator has filed his report in Company Scheme Petition No. 668 of 2010 to 682 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 has come forward to oppose the Scheme. 10 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 668 of 2010 to 683 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) of the respective petitions and Company Scheme Petition No. 684 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 9. The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, 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 the Order. 10. The Petitioner Companies in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in the Company Scheme Petition Nos. 668 of 2010 to 683 of 2010 to pay costs of Rs.10,000/- each to 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. 11 12. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. DHARMADHIKARI, J.)