- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.468 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.447 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of ABM Securities Ltd., Prajit Agrobased Industries Ltd. and Vega-Mart Ltd. with Vibrant Global Capital Ltd. ABM Securities Ltd. …Petitioner (First Transferor Company) AND COMPANY SCHEME PETITION NO. 469 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 448 OF 2011 Prajit Agrobased Industries Ltd. …Petitioner (Second Transferor Company) AND COMPANY SCHEME PETITION NO. 470 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 449 OF 2011 Vega-Mart Ltd. …Petitioner (Third Transferor Company) - 2 - AND COMPANY SCHEME PETITION NO. 471 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 450 OF 2011 Vibrant Global Capital Ltd. …Petitioner (Transferee Company) Mr. Ramesh Saraogi, Advocate for Petitioner Mrs. R.N. Sutar, Asstt. Official Liquidator, present in C.S.P. No. 468 of 2011 to 470 of 2011 Mr. N.D. Sharma i/b Mr. H. P. Chaturvedi for Regional Director in both the Petition CORAM : S. C. Dharmadhikari J. DATE : 14th October, 2011 PC. : 1.] Heard Learned Advocate for parties to a Scheme of Amalgamation 2.] The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of ABM Securities Ltd., Prajit Agrobased Industries Ltd. and Vega-Mart Ltd. with Vibrant Global Capital Ltd. 3] The Advocate appearing on behalf of the Petitioner has stated that the Petitioner have complied with all the requirements as per the directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioner undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The undertaking is accepted. - 3 - 4] The Official Liquidator has filed his report 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. 5] The Regional Director has filed an Affidavit stating therein that save and expect as stated in paragraph 6 of the Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, it is stated that:- “That the Deponent further submits that, that the First, Third Transferor Companies and Transferee Company are Non Banking Finance Company. Hence the First, Third Transferor Companies and Transferee Company may be directed to file a copy of the scheme along with the copy of this Hon'ble Court's order within 30 day's from the date of the order, with the RBI.” 6] So far as the objection in paragraph 6 of the Affidavit of Regional Director is concerned, the Petitioner Companies through its counsel undertake to file a copy of the Scheme along with the copy of this order within 30 days from the date with the Reserve Bank of India. The said undertaking is accepted. 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, Company Scheme Petition No. 468 of 2011 to No. 471 of 2011 is made absolute in terms of prayer clause (a) to (c) of the respective Petition. - 4 - 9] The Petitioner in the Company Scheme Petition Nos. 468 of 2011 to No. 471 of 2011 to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioner in Company Scheme Petition No. 468 of 2011 to No. 470 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10] The Petitioner 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 the order. 11] Petitioners to file a copy of this order alongwith a copy of 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. 12] Filing and issuance of the drawn up Order is dispensed with. 13] All concerned authorities to act on a copy of this Order alongwith the Scheme duly authenticated by Company Registrar, High Court (O.S.), Bombay. (S. C. Dharmadhikari J.)