1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGIONAL CIVIL JURISDICTION COMPANY PETIITON NO 931 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1057 OF 2009 Bhalchandra Investment Limited.....Petitioner/ First Amalgamating Company AND COMPANY PETIITON NO 932 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1058 OF 2009 Forge Investment Limited....Petitioner /Second Amalgamating Company COMPANY PETIITON NO 933 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1059 OF 2009 Mundhwa Investment Limited ...Petitioner/Third Amalgamating Company COMPANY PETIITON NO 934 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1060 OF 2009 Jalakumbhi Investment and Finance Limited...Petitioner/Fourth Amalgamating Company COMPANY PETIITON NO 935 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1061 OF 2009 Jalakamal Investment and Finance Limited...Petitioner/Fifth Amalgamating Company COMPANY PETIITON NO 936 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1062 OF 2009 Kalyani Utilities Development Limited....Petitioner/Sixth Amalgamating Company COMPANY PETIITON NO 937 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1063 OF 2009 BF Investment Limited...Petitioner/Resulting Company AND COMPANY PETIITON NO 990 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1064 OF 2009 BF Utilities Limited....Petitioner/Amalgamated Company/ Demerged Company In the matter of Sections 100, 391 & 394 of Companies Act, 1956’ AND In the matter of Scheme of Arrangement between Bhalchandra Investment Limited ( “First Amalgamating Company”) and Forge Investment Limited (“Second Amalgamating Company”) and Mundhwa Investment Limited (“Third 2 Amalgamating Company”) and Jalakumbhi Investment and Finance Limited (“Fourth Amalgamating Company”) and Jalakamal Investment and Finance Limited (“Fifth Amalgamating Company”)and Kalyani Utilities Development Limited (“Sixth Amalgamating Company”) and BF Utilities Limited (“Amalgamated Company” / “Demerged Company” ) and BF Investment Limited (“Resulting Company”) and their Respective Shareholders (“Scheme”) Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners. Mr. C.J Joy i/b Mr. S. K. Mohapatra for Regional Director in all the petitions Mr. P. Ramarao, Official Liquidator in Company Petition Nos. 931 of 2009 to 936 of 2009 present. CORAM: S.J. KATHAWALLA J DATE: 5th FEBRUARY 2010 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 Bhalchandra Investment Limited ( “First Transferor (Amalgamating) Company”) and Forge Investment Limited (“Second Transferor (Amalgamating) Company”) and Mundhwa Investment Limited (“Third Transferor (Amalgamating) Company”) and Jalakumbhi Investment and Finance Limited (“Fourth Transferor (Amalgamating) Company”) and Jalakamal Investment and Finance Limited, (“Fifth Transferor (Amalgamating) Company”) and Kalyani Utilities Development Limited, (“Sixth Transferor (Amalgamating) Company”) and BF Utilities Limited (“Transferee (Amalgamated) Company” / “Demerged Company” ) and BF Investment Limited (“Resulting Company”) and their Respective Shareholders (“Scheme”) 3 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. Undertaking is accepted. 4. The Regional Director has filed an affidavit and has stated in paragraph 6 that First, Second, Third, Fourth and Fifth Transferor Companies and Resulting Company are Non Banking Finance Companies, hence the First, Second, Third, Fourth and Fifth Transferor Companies and Resulting 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 RBI. Save as aforesaid, the scheme does not appear to be prejudicial to the interest of the shareholders and public. The Petitioner through their counsel undertakes to file the Scheme and copy of the order within 30 days from the date of the order with the Reserve Bank of India. The said undertaking is accepted. 5. The Official Liquidator has filed its report stating 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. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 931 of 2009 to 936 of 2009 are made absolute in terms of prayer clause (a). Company Petition No. 937 of 2009 is made absolute in terms of prayer clauses (a) & (b) and Company Petition No. 990 of 2009 is made absolute in terms of prayer clauses (a) to (c ). 4 8. The Petitioner Companies 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 the order. 9. The Petitioners in all the Company Petitions to pay costs of Rs.7500/- each to the Regional Director. Petitioner in Company Petition Nos. 931 of 2009 to 936 of 2009 to pay cost of Rs. 7500/- each to the Official Liquidator. 10. 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 duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.J. KATHAWALLA J.)