IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 641 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 633 OF 2010. KAYGEE INVESTMENTS PRIVATE LIMITED ……..Petitioner / Transferor Company In the matter of Sections 391 to 394 of the Companies Ac, 1956 AND In the matter of Scheme of Amalgamation of APSARA TREX PRIVATE LIMITED AND SHREYA TIE-UP PRIVATE LIMITED WITH KAYGEE INVESTMENTS PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioner. Ms. Purnima Awasthi i/b Mr. H. P. Chaturvadi, for Regional Director. CORAM: S. C. Dharmadhikari, J. DATE: 25th February, 2011 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 Amalgamation of APSARA TREX PRIVATE LIMITED, the First Transferor Company and SHREYA TIE-UP PRIVATE LIMITED, the Second Transferor Company with KAYGEE INVESTMENTS PRIVATE LIMITED, the Petitioner / Transferee Company. 3. Counsel appearing on behalf of the Petitioner Company has stated that they have complied with all the requirements as per the directions of this Court and has filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in para 6(a) and (b) of the Affidavit the Scheme does not appear to be prejudicial to the interest of shareholders and public. The Paragraph 6 of the said Affidavit is read thus:- “ 6. That the Deponent further submits that:- a) That the Deponent further submits that, the registered office of both the Transferor Companies are situated in the state of West Benga. Hence the present scheme of amalgamation between the Transferor Companies and Transferee Company will be subject to condition of similar approval 2 from Hon'ble High Court of Kolkata in respect of the Transferor Companies. b) That the Deponent forther submits that if the Transferee Compay is a Non Banking Fianance Company, then 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 days from the date of the order, with the Reserve Bank of India. 5. As far as the first objection of the Regional Director is concerned, the Counsel appearing on behalf of the Petitioner Company submits that both the Transferor Companies has filed similar petitions before the Calcutta High Court and that the said Petitions are pending for hearing before the said Court. 6. So far as the Second objection is concerned, the Counsel appearing on behalf of the Petitioner Company undertakes to file a copy of the Scheme along with the copy of this order within 30 days from the date of the order, 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 is made absolute in 3 terms of prayer clauses (a) to (j). The Scheme is sanctioned subject to the order to be passed by the High Court of Calcutta in the Petitions filed by the Transferor Companies. 9. The Petitioner Company 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. 10. The Petitioner Company to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J.) 4