1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 546 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 842 OF 2008 VIA INVESTMENTS CONSULTANTS PRIVATE LIMITED ………… Petitioner / Transferor Company. WITH COMPANY PETITION NO. 547 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 843 OF 2008 SONIYA HOLDINGS PRIVATE LIMITED …………. P etitioner / 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 Arrangement and Amalgamation between Evershine Star Limited and Via Investments Consultants Private Limited with Soniya Holdings Private Limited and their respective Shareholders and Creditors Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. 2 Mr. S. Ramakantha Dy. Official Liquidator in CP No. 546 of 2008. Mr.N.D.Sharma i/b Mr. Rakesh Chandra for Regional Director in C.P. No. 546 of 2008 and 547 of 2008 CORAM: S. A. Bobde J. DATE : 29th August, 2008 PC: 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 the Scheme of Arrangement and Amalgamation between Evershine Star Limited and Via Investments Consultants Private Limited with Soniya Holdings Private Limited and their respective Shareholders and Creditors. 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. 4. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. However, in paragraph 6(a) of his Affidavit, he has raised an objection stating that the Transferee Company may be directed to comply with the applicable RBI guidelines and statutory provisions of the applicable laws in this regard. The Learned Counsel appearing for the Petitioners upon instructions has given an undertaking that the Petitioner Company shall comply with the applicable RBI guidelines and statutory provisions of the applicable laws, if any. 5. The Regional Director further has raised an objection in paragraph 6(b) that the valuation has not been carried out by adopting the any of the prescribed valuation methods. The Learned Counsel appearing for the Petitioners states that all the shareholders have consented to the Scheme of Arrangement and Amalgamation. The Learned Counsel further states that in absence of challenge from the shareholders who are primarily and exclusively 3 interested, the Central Government has no right to object the exchange ratio. Reliance is placed on Division Bench Judgement of Calcutta High Court reported in 93 CWN page 542 Bengal Tea verses Union of India. Further reliance is also placed on this Hon’ble High Court’s order in the matter of Indokem Limited, Company Petition No. 426 of 2008, wherein it was held that in absence of any challenge from the shareholders who are primarily and exclusively interested on the question of the ratio of exchange, the Court is not inclined to interfere in the matter at the instance of the Regional Director. 6. The Official Liquidator has filed report in Company Petition No. 546 of 2008 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. 8. There is no objection to the Scheme, save and except as stated in paragraph 4 and 5 herein above and since all the requisite statutory compliances have been fulfilled, Company Petition No. 546 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d). Company Petition No. 547 of 2008 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 with the concerned Superintendent of Stamps for the purpose 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. 10. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director in both the Petitions and to the Official Liquidator by the petitioner in the Company Petition No. 546 of 2008 filed by the Transferor Company. Costs to be paid within four weeks from 4 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 duly authenticated by the Company Registrar, High Court, Bombay. (S. A. Bobde J.)