1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 124 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 37 OF 2011 Veena Diecasters & Engineers Private Limited ……….Petitioner/Demerged Company COMPANY SCHEME PETITION NO 125 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 38 OF 2011 Sipra Services & Investments Private Limited ................Petitioner/Resulting Company In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement Between Veena Diecasters & Engineers Private Limited And Sipra Services & Investments Private Limited And Their Respective Shareholders. Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in both the Petitions. Mr. C.J. Joy, i/b Mr. H.P. Chaturvedi for Regional Director in both the Petitions. CORAM: S.J. KATHAWALLA, J DATE: 17TH JUNE 2011 P.C. 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 Arrangement between Veena Diecasters & Engineers Private Limited, (‘the Demerged 2 Company”) with Sipra Services & Investments Private Limited (‘the Transferee Company’) and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this 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 said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and (b) of the said Affidavit, the Regional Director has stated that: 6(a) The Transferee Company is a Non Banking Finance Company. Hence the 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(b) As per clause 7.5 of the scheme, the Authorized Share Capital of the Transferee is proposed to be increased from Rs 50,00,000/- to Rs. 1,00,00,000/-. In this connection the Transferee Company may be directed to comply with provisions of section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary filing fee and stamp duty as applicable on the said forms. 5. As far as objection raised in paragraph 6(a) of the Affidavit is concerned, the counsel for the Transferee Company states that the Transferee Company is not registered as Non Banking Finance Company and that the Transferee Company is not 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. So far as the objection raised in paragraph 6(b) of the Affidavit of Regional Director is concerned, the Transferee Company through their counsel undertakes that Transferee Company will comply 3 with the provisions of Section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary filing fees and stamp duty as applicable on the said forms. 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 124 of 2011 is made absolute in terms of prayer clause (a) to (c) of the Petition and Company Scheme Petition No. 125 of 2011 is made absolute in terms of prayer clause (a). 9. The Petitioners 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. 10. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director. 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 Scheme and form of minutes duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.J. KATHAWALLA, J)