IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 343 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 257 OF 2011 M/S. Damani Shares & Stock Brokers Private Limited. … Petitioner Company (First Transferor Company) In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of (1) M/S. Damani Shares & Stock Brokers Private Limited, (2) M/S. Avenue Stock Brokers( India) Private Limited , (3) M/S.Champak Stock Brokers Private Limited, -And- 1 (4) M/s. Damani Investments Private Limited With (5) M/S. Mutual Growth Fund of India Private Limited (Transferee Company) And their respective shareholders AND COMPANY SCHEME PETITION NO. 344 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 258 OF 2011 M/S. Avenue Stock Brokers( India) Private Limited …Petitioner Company (Second Transferor Company) AND COMPANY SCHEME PETITION NO. 345 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 259 OF 2011 M/S. Champak Stock Brokers Private Limited …Petitioner Company (Third Transferor Company) 2 AND COMPANY SCHEME PETITION NO. 346 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 260 OF 2011 M/S. Damani Investments Private Limited …Petitioner Company (Fourth Transferor Company) AND COMPANY SCHEME PETITION NO. 347 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 261 OF 2011 M/S. Mutual Growth Fund of India Private Limited …Petitioner Company (Transferee Company) Mr. Charul Abuwala i/b M/s. Dave & Co., Advocates for the Petitioner Companies in all Petitions. Mrs. S.V.Bharucha i/b M/s. H. P. Chaturvedi for Regional director in all Petitions. Mrs. R.N. Sutar, Asstt. Official liquidator present in CSP Nos. 343 of 2011 to 346 of 2011. CORAM: S. C. Dharmadhikari, J. DATE: 25th November,2011 3 P.C. :- 1. Heard learned Counsel for parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of M/S. M/S. Damani Shares & Stock Brokers Private Limited., M/S. Avenue Stock Brokers( India) Private Limited, M/S. Champak Stock Brokers Private Limited, And M/s. Damani Investments Private Limited the “Transferor Companies “ with M/S. Mutual Growth Fund of India Private Limited the “Transferee Company. 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all the requirements as per directions of this Court and have filed necessary Affidavits of compliance in Court. Moreover, the Petitioner Companies through their Counsel undertake 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 paragraph 6(a) and (b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interests of shareholders and public. In paragraph 6 (a) and (b) of the said Affidavit, it is stated that :- 6(a) “The Fourth Transferor Company is a Non-Banking Finance Company. Hence the Fourth Transferor Company may be directed to file a copy of 4 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) “The scheme does not provide for Transfer of employees of the Transferor Companies with the Transferee companies or to safeguard the interest of the employees of the Transferor Companies .Hence the Petitioner companies may be directed to clarify in this regard.” 5. As so far the objection of the Regional Director in paragraph 6(a) of the Affidavit is concerned, the Counsel for the Petitioner Company states that the Fourth Transferor Company is majorly having capital contribution as a partner in Partnership Firm within their group and Fixed Assets of Immovable Property as Assets. Barring that the Company also holds very small amount of shares of a Listed Company as a Long Term Investment. The company is not doing any non banking financial activities and is not registered with Reserve Bank of India as a ‘Non-Banking Finance Company’. The Company undertakes to file with the Reserve Bank of India a copy of Scheme along with a copy of the order sanctioning the scheme if required to do so in law. The undertaking is accepted. 6. As so far in the objection in paragraph (b) of the Affidavit is concerned, the Counsel for the Petitioner states that Transferor Companies and the Transferee Companies do not have any employees and hence the question of safeguarding the interest of the employees does not arise. 7. The Official Liquidator has filed his Report in Company Scheme Petition Nos. 343 of 2011 to 346 of 2011 stating therein that the affairs of the Transferor Companies have 5 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. No party concerned has come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petitions are made absolute in terms of prayer clauses (a) to (g) of Company Scheme Petition No. 343 of 2011, (a) to (g) of Company Scheme Petition No. 344 of 2011, (a) to (g) of Company Scheme Petition No. 345 of 2011, (a) to (g) of Company Scheme Petition No. 346 of 2011, (a) to (f) of Company Scheme Petition No. 347 of 2011. 10. The Transferee 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 sixty days from the date of the Order. 11. The Petitioner Companies in all Company Scheme Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in Company Scheme Petition Nos. 343 of 2011 to 346 of 2011 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. The Petitioner Companies to file a copy of this Order along with a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, 6 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 along with Scheme, duly authenticated by Company Registrar, High Court, Bombay. (S. C. Dharmadhikari ,J) 7