IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.249 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.129 OF 2011 In the matter of Companies Act I of 1956; And In the matter of Sections 391 and 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Vantech Investments Limited (Transferor Company) With Af-taab Investment Company Limited (Transferee Company) Vantech Investments Limited … Petitioner (Transferor Company) AND COMPANY SCHEME PETITION NO.250 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.130 OF 2011 Af-taab Investment Company Limited ... Petitioner (Transferee Company) Ms. Khooshnum R. Daviervala, i/b Mulla & Mulla & Craigie Blunt & Caroe, Advocates for the Petitioner. Mrs. R. N. Sutar, Asst. Official Liquidator, present in C.S.P. No.249 of 2011. Ms. Jyotsna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director in both the Petitions. Coram: S. C. Dharmadhikari J. Dated : 25th November 2011 PC: 1. Heard learned Advocate for the parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Vantech Investments Limited with Af-taab Investment Company Limited. 3. The Advocate appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per the 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 thereunder. The undertaking is accepted. 4. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6(a) and 6(b) of the said Affidavit, it appears that the Scheme is not prejudicial to the 2 interest of shareholders and public. In paragraph 6 of the said Affidavit, it is stated that : “(a)The Transferor and Transferee Companies are Non Banking Finance Company. Hence Transferor and Transferee Companies 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 RBI. (b)Clause No.4.3 of the scheme states that the excess or deficit, if any of the value of the assets of Transferor Company over the liabilities shall be adjusted against the General Reserve of the Transferee Company. In this connection, it is submitted that the Reserve arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.” 6. As far as the objection in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Petitioner Companies through its Counsel undertakes to file with the Reserve Bank of India a copy of the Scheme along with a copy of the order sanctioning the scheme within 30 days from the date of the order. The said undertaking is accepted. 7. So far as the objection in paragraph 6(b) of the Affidavit of Regional Director is concerned, the Transferee Company through its Counsel undertakes that it shall not utilize the Reserve arising out of this Scheme for the purpose of declaring dividend in future. The said undertaking is also accepted. 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 have come forward to oppose the Scheme. 3 9. Since all the requisite statutory compliance have been fulfilled, Company Scheme Petition Nos. 249 of 2011 and 250 of 2011 are made absolute in terms of prayer clauses (a) and (b) of the respective Petitions. 10. The Petitioners in the Company Scheme Petition Nos. 249 of 2011 and No.250 of 2011 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioner in Company Scheme Petition No.249 of 2011 to pay costs of Rs. 10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. 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 the Order. 12. The Petitioners to file a copy of this Order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically along with e-form 21 in addition to the physical copy, within 30 days from the date of issuance of the Order by the Registry. 13. Filing and issuance of the drawn up Order is dispensed with. 14. All concerned authorities to act on a copy of this Order alongwith the Scheme duly authenticated by Company Registrar, High Court (O.S.), Bombay. (S. C. Dharmadhikari J.) 4