IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.515 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.441 OF 2011 Hansini Leasing and Finance Private Limited …… Petitioner / Transferor Company In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of Hansini Leasing and Finance Private Limited And In the matter of Scheme of Amalgamation Of Hansini Leasing and Finance Private Limited With India Life Credit & Holdings Private Limited Ms. Snehal Shroff i/b ANS Law Associates, Advocate for the Petitioners Mrs. R. N. Sutar, Assistant Official Liquidator, present. Mr. C. J. Joy, i/b Mr. H. P. Chaturvedi for Regional Director. Coram: S. C. Dharmadhikari, J. Date: 2nd December 2011 P.C.:- 1. Heard learned counsels for the parties. 1 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Hansini Leasing and Finance Private Limited the Transferor Company with India Life Credit & Holdings Private Limited, the Transferee Company. 3. Learned Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company undertakes 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 that save and except as stated in paragraphs 6 (a) and 6 (b) of the said affidavit, it appears that Scheme is not prejudicial to the interest of shareholders and public. 5. The Counsel appearing for the Regional Director has drawn my attention to paragraphs 6 (a) and 6 (b) of the affidavit of the Regional Director in which it is stated that: “(a) The Transferor company is a Non Banking Finance Company, hence the Transferor Company may be directed to file a copy of the scheme along with the copy of this Hon'ble Court’s order within 30 days from the date of the order, with the RBI. 2 (b) The Registered Office of the Transferee Company is situated in the State of Andhra Pradesh. Hence the present scheme of amalgamation between the Transferor and Transferee Company will be subject to condition of similar approval from Hon'ble High Court of Andhra Pradesh in respect of Transferee Company. 6. As far as the objection in paragraph 6 (a) of the Affidavit of Regional Director is concerned, the Counsel for the Petitioner submits the Petitioner Company is not a Non Banking Finance Company and does not carry out any business relating to Non Banking Finance Company. The Petitioner Company is not even registered with Reserve Bank of India. Therefore it is not necessary for Petitioner to file a copy of the Scheme along with the copy of the order sanctioning Scheme with the Reserve Bank of India. This objection therefore does not survive. 7. So far as the objection in paragraph 6 (b) of the said Affidavit is concerned, the counsel for the Petitioner states that the Petitioner Company is a 100% subsidiary of the Transferee Company and by an order passed by this Court on 29th July 2011, the filing of separate Application and Petition by the Transferee Company was dispensed with. Therefore, this objection also does not survive. 8. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have been conducted in a proper 3 manner and that the Transferor Company may be ordered to be dissolved by this Court. 9. 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. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 515 of 2011 filed by the Transferor Company are made absolute in terms of prayer clauses (a) to (j) of the respective Petition. 11. The Petitioner Company 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 this Order. 12. Petitioner Company is directed to file a copy of this order alongwith a copy the Scheme of Amalgamation with the concerned Registrar of companies, electronically, along with E-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 4 13. Petitioner Company to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 14. Filing and issuance of the drawn up order is dispensed with. 15. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay. (S. C. Dharmadhikari, J.) 5