IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 343 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 344 OF 2010 LUCKY TRADING AND EXPORTS LIMITED …………Petitioner Company/ First Transferor Company COMPANY SCHEME PETITION NO. 344 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 345 OF 2010 MONIKA HOLDINGS PRIVATE LIMITED ………… Petitioner Company / Second Transferor Company COMPANY SCHEME PETITION NO. 345 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 346 OF 2010 SARITA GARWARE INVESTMENTS CONSULTANTS PRIVATE LIMITED …………Petitioner Company / Third Transferor Company COMPANY SCHEME PETITION NO. 346 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 347 OF 2010 SONIYA HOLDINGS PRIVATE LIMITED ………… Petitioner Company / Fourth Transferor Company COMPANY SCHEME PETITION NO. 347 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 348 OF 2010 GREAT DESIGNS PROPERTIES PRIVATE LIMITED ………… Petitioner Company / 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 Amalgamation Between Lucky Trading and Exports Limited (‘LTEL’ or ‘First Transferor Company’) And Monika Holdings Private Limited (‘MHPL’ or ‘Second Transferor Company’) And Sarita Garware Investments Consultants Private Limited 2 (‘SGICPL’ or ‘Third Transferor Company’) And Soniya Holdings Private Limited (‘SHPL’ or ‘Fourth Transferor Company’) With Great Design Properties Private Limited (‘GDPL’ or ‘Transferee Company’) And Their Respective Shareholders Mr. Shyam Mehta, Counsel with Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocates for the Petitioners. Dr. T. Pandian Dy. Official Liquidator, present in the Company Scheme Petition Nos. 343, 344, 345, and 346 of 2010. Mr. C. J. Joy with Mr. Vishwajit Sawant i/b S.K. Mohapatra for Regional Director. CORAM: S. J. Vazifdar, J. DATE: 13th August, 2010 PC: 1. Heard learned counsels for the parties. 3 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation between Lucky Trading and Exports Limited and Monika Holdings Private Limited and Sarita Garware Investments Consultants Private Limited and Soniya Holdings Private Limited with Great Design Properties Private Limited and their respective shareholders. 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. Moreover, Petitioner Companies 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, Western Region, Ministry of Corporate Affairs has filed an affidavit in the above petitions stating that save and except as stated in para 6 (a) & (b) the Scheme does not appear to be prejudicial to the interest of shareholders and the public. Paragraph 6 of the said Affidavit read as thus:- 4 6 (a) The Second, Third and Fourth Transferor Companies are Non Banking Finance Companies. Hence, the Second, Third & Fourth Transferor Companies 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. (b) As per clause 5 of the Scheme, The Transferee Company shall, to the extent required, increased its authorized share capital in order to issue preference shares under the scheme. In this connection the Transferee Company may be directed to comply with the provisions of section 94/97 read with Schedule X of the Companies Act 1956, in respect of filing necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. 5. The Advocate appearing on behalf of the Petitioner Companies states that so far as para 6 (a) of the Affidavit of Regional Director is concerned, the Transferee Company undertakes to do all necessary filings with the RBI, if required, under the Non Banking Financial Companies Regulations within 30 days from the date of the Order. 6. The Advocate appearing on behalf of the Petitioner Companies further states that so far as para 6 (b) of the Affidavit of Regional Director is concerned, the Transferee Company undertakes to comply with the provisions of 5 compliance of section 94/97 read with Schedule X of the Companies Act, 1956 in respect filing of necessary forms with the Registrar of Companies and payment of ROC fees and Stamp Duty as applicable. The undertaking is accepted. 7. The Official Liquidator has filed his report in Company Scheme Petition No. 343, 344, 345 and 346 of 2010 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. 8. 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. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 343, 344, 345 and 346 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 347 of 2010 filed by the Transferee Company are made absolute in terms of prayer clauses (a) to (c). 6 10. The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, 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. The Petitioners in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in the Company Scheme Petition Nos. 343, 344, 345 and 346 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. VAZIFDAR, J.) 7