1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.445 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.608 OF 2008 Subhkam Ventures India Ltd. .. Petitioner WITH COMPANY PETITION NO.446 OF 2008 WITH COMPANY APPLICATION NO.609 OF 2008 Subhkam Holding Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.447 OF 2008 WITH COMPANY APPLICATION NO.610 OF 2008 Subhkam Capital Investments Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.448 OF 2008 WITH COMPANY APPLICATION NO.611 OF 2008 Welcome Capitals Pvt.Ltd. .. Petitioner In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation of 2 Subhkam Ventures India Ltd. and Subhkam Holding Pvt. Ltd. and Subhkam Capital Investments Pvt.Ltd with Welcome Capitals Pvt. Ltd & their respective shareholders Mr.Rajesh Shah i/by Rajesh Shah & Co for petitioner. Mr.C.J.Joy i/by S.K.Mohopatra for the respondents. Mr.S.Ramakanta, Dy.O.L. present. CORAM : S.C.DHARMADHIKARI, J. DATE : 04th July 2008 P.C. . The Company Petition under sections 391 to 394 of the Companies Act seeks sanction to the Scheme of Amalgamation of the Subhkam Ventures (I) ltd. and Subhakam Holding Pvt. Ltd. and Subhkam Capital Investments Pvt. Ltd. with Welcome Capitals Pvt. Ltd. and their respective shareholders. The petition proceeds to state that the companies are carrying on business of making investments. They desire that the business be carried on by a single entity so as to have smooth operations and improve the efficiency as well. All statutory compliances have been made. Further, the Scheme with its 3 salient features has been set out in the petition. The disclosure with regard to the financial position on oath has been set out. The Scheme and relevant documents are also been annexed. By an order passed by this Court, the meetings have been dispensed with since all equity shareholders and unsecured creditors so also secured creditors have given their consent. Thus, the relevant declarations on oath being made it is prayed by Mr.Shah that the Scheme be sanctioned. 2. The Regional Director does not object to the Scheme on any ground much less it being prejudicial to the interest of the creditors, shareholders and general public. However, he sets out in para 6 that the transferee company is carrying on non-banking finance business. It must seek necessary approval/no objection from RBI. 3. Mr.BhushanKumar Gupta, Director of the petitioner in Company Petition No.448 of 2008 has filed an affidavit annexing therewith the circular of the RBI dated 24th January, 2006. He states that compliance has to be made with the 4 policy directives of RBI post sanction. There is no question of any prior permission/no objection/approval as is clear from this affidavit and the annexures thereto. 4. The O.L. has filed report in Company Petition No.445 odf 2008 to 447 of 2008 stating therein that the affairs of teh Transferor Companies have been conducted in a proper manner and that the Transferor Comapnies may be ordered to be dissolved. 5. In my view, the deponent having set out the Scheme so also made a statement on oath that it shall inform RBI about the Court’s order and the Scheme in details, it is not necessary to issue any further directions. I am satisfied that the Scheme does not affect the interest of the creditors, shareholders and general public. In the result Company Petitions No.445 of 2008 to 447 of 2008 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) of the respective Petitions and Company Petition No.448 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 5 6. Petitioner companies to lodge a copy of this order and the scheme with the concerned superintendent of Stamps for the purposes of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 7. Petitioner in all the Company Petitions to pay costs of Rs.5000/- each to the Regional Director and to the OL by the Petitioner in the Company Petitions No.445 of 2008 to 447 of 2008 filed by the Transferor Companies. Costs be paid within four weeks from today. 8. Filing and issuance of the drawn up order is dispensed with. 9. All Authorities concerned to act upon on a copy of this order alongwith scheme to be authenticated by the Company Registry. (S.C.Dharmadhikari, J)