1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.254 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.248 OF 2010 Optimum Financial Consultants Private Limited..... Petitioner/First Transferor Company AND COMPANY SCHEME PETITION NO.255 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.249 OF 2010 Optimum Asset Management Private Limited .... Petitioner/Second Transferor Company AND COMPANY SCHEME PETITION NO.256 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.250 OF 2010 Shubhamangal Credit Capital Private Limited .... Petitioner/ Transferee Company In the matter of the Companies Act I of 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 Optimum Financial Consultants Private Limited and Optimum Asset Management Private Limited with Shubhamangal Credit Capital Private Limited. 2 Mr.Hemant. Sethi i/b Hemant Sethi & Co, Advocates for Petitioner. Dr T. Pandian, Deputy Official Liquidator in Company Scheme Petition No.254 and 255 of 2010. Mr.Anurag Gokhale i/b Mr.S.K.Mohapatra for Regional Director in all the Petitions. CORAM : S. J. VAZIFDAR,J DATE : 16th JULY, 2010 PC: 1. Heard learned counsel for 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 Optimum Financial Consultants Private Limited, the First Transferor Company and Optimum Asset Management Private Limited, the Second Transferor Company with Shubhamangal Credit Capital Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the 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 thereunder. The undertaking is accepted. 3 4. The Regional Director has filed affidavit stating therein that save and except as stated in paragraph 6(a) to (c) of the said affidavit, the scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The paragraphs 6(a) to 6(c) of the sais affidavit reads as follows: (a) All the Petitioner Companies are Non Banking Finance Company, hence the all the Petitioner 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 13 of the scheme the Transferee Company may be directed to comply with provisions of section 94/97 read with Schedule X of the Companies Act 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. (c) It is observed from para 3.3 of the scheme, the existing Preference Share capital of the Transferee Company is Rs. 4,40,00,000 which has been converted into equity shares of Rs 10/- each subsequent to Balance as at 31/03/2009.The post conversion equity share is shown only by increase 4 of 2,75,000 number of equity shares which is not tallying with the capital structure. It has been clarified by the Advocate for the petitioner companies that 2,75,000 equity shown are allotted with a premium of Rs 150 and Rs 4,12,50,000 will be credited into security premium account. A copy of the said letter dated 08/07/2010 of M/s Hemant Sethi & Co .Advocates for the petitioner companies is annexed hereto and marked as Exhibit-'D'. 6. In so far as the objection of the Regional Director as stated in paragraph 6(a) of the affidavit is concerned, the Petitioners through their counsel undertakes that all the Petitioner Companies shall file a copy of the Scheme alongwith copy of this Hon’ble Court order within 30 days from the date of order with Reserve Bank of India. The said undertaking is accepted. 7. So far as the objection of the Regional Director as stated in paragraph 6(b) of the affidavit is concerned, the Petitioner through their Counsel undertakes that the Transferee Company shall comply with provisions of Sections 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary ROC fees and Stamp Duty as applicable on the said forms for 5 increase in authorised share capital. The said undertaking is accepted. 8. So far as the observation of the Regional Director in paragraph 6(c) of the affidavit is concerned, the learned counsel appearing on behalf of the Petitioner states that this is merely information about facts which has been clarified by the Transferee Company by their advocate’s letter dated 08/07/2010. Necessary procedure for conversion has already being complied with by the Transferee Company. The Transferee Company undertakes to credit the Share Capital Account by Rs 27,50,000 and Securities Premium Account by Rs 4,12,50,000. The said undertaking is accepted. 9. The Official Liquidator has filed a report in Company Scheme Petition No.254 and 255 of 2010 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. 10. 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. 6 11. There is no objection to the Scheme of Amalgamation save and except as stated above and since all the requisite statutory compliances have been fulfilled the Scheme of Amalgamation deserved to be sanctioned. Hence, Company Scheme Petition No.254 of 2010 filed by the First Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No.255 of 2010 filed by the Second Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No.256 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 12. 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 of from the date of this Order. 13. The Petitioner in all the Company Scheme Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioner in Company Scheme Petition No.254 & 255 of 2010 to pay a sum of Rs 10,000/- to the Official Liquidator, High Court, Bombay. 7 14. Costs to be paid within four weeks from today. 15. Filing and issuance of the drawn up order is dispensed with. 16. All concerned authorities to act on a copy of this order along with scheme duly authenticated by Company Registrar, High Court, (O.S) Bombay. (S.J.VAZIFDAR, J)