IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.702 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1179 OF 2008 Aradhna Computeronics Pvt. Ltd. ...Petitioner (First Transferor Company) COMPANY PETITION NO.703 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1180 OF 2008 Orange City Homes Pvt. Ltd. ...Petitioner (Second Transferor Company) COMPANY PETITION NO.704 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1181 OF 2008 Rewa Fintrade Pvt. Ltd. ...Petitioner (Third Transferor Company) COMPANY PETITION NO.705 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1182 OF 2008 Vibrant Fiscal Services Ltd. ...Petitioner (Fourth Transferor Company) WITH COMPANY PETITION NO.706 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1183 OF 2008 Smart Money Finance Pvt. Ltd. ...Petitioner (Transferee Company) In the matter of the Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of (1) Aradhna Computeronics Pvt. Ltd., (2) Orange City Homes Pvt. Ltd., (3) Rewa Fintrade Pvt. Ltd., (4) Vibrant Fiscal Services Ltd., (5) SGR Holdings Pvt. Ltd. and (6) Space Age Security Services Pvt. Ltd. with (7) Smart Money Finance Pvt. Ltd. Ramesh Saraogi for the Petitioner Mr. S. Ramakantha, Dy. Official Liquidator in C.P. No. 702 to 705 of 2008 Mr. D. A. Dubey and Ms. Anamika Malhotra i/b Mr. S. K. Mohapatra for Regional Director in both the above Petitions CORAM : A. M. KHANWILKAR J. DATE : 5th December, 2008 PC : 1] Heard Learned counsel for parties. 2] The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation between Scheme of Amalgamation of Aradhna Computeronics Pvt. Ltd. (the 2 First Transferor Company), Orange City Homes Pvt. Ltd. (the Second Transferor Company), Rewa Fintrade Pvt. Ltd. (the Third Transferor Company), Vibrant Fiscal Services Ltd. (the Fourth Transferor Company), SGR Holdings Pvt. Ltd. (the Fifth Transferor Company) and Space Age Security Services Pvt. Ltd. (the Sixth Transferor Company) with Smart Money Finance Pvt. Ltd. (the Transferee Company). 3] Counsel appearing on behalf of the Petitioners have stated that they 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, Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4] The Regional Director has filed Affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and Shareholders and public. However, in paragraphs 6(a) of the said Affidavit, he has stated that the Third & the Fourth Transferor Companies and the Transferee Company appears to be Non-Banking Finance Companies and that the said Companies may be directed to inform the RBI about present Scheme of Amalgamation alongwith order of this Court approving the scheme within a period of one month from the date of the order. Moreover, in paragraph 6(b) of the said Affidavit, he has stated that as per clause 12.5 of the Scheme, upon the Scheme becoming effective, the name of the Transferee Company shall stand changed and that the Transferee Company may be directed to 3 comply with the provisions of Section 21 of the companies Act, 1956 in respect of filing of necessary Forms with the Registrar of Companies. 5] Mrs. C. Janki, Authorised Singatory of the Petitioner Companies has filed an Affidavit in reply to the aforesaid objections raised by the Regional Director. In paragraph no. 2 of the said Affidavit, she has stated that the two Transferor Companies viz., SGR Holdings Pvt. Ltd., the Fifth Transferor Company and Space Age Security Services Pvt. Ltd., the Sixth Transferor Company have their Registered Offices situated at Kolkata and the Company Petitions of these two Companies for sanctioning the Scheme of Amalgamation are pending in the High Court of Calcutta. The Petitioner Companies has given an undertaking to give required intimation to the Reserve Bank of India (R.B.I.) within 30 days of receipt of the authenticated copy of the orders of both the Courts sanctioning the present Scheme of Amalgamation. The said undertaking is accepted. So far as objection in paragraph 6(a) is concerned, the Deponent in paragraph no. 3 has stated that the Transferee Company will file the required forms regarding the Change of Name pursuant to the Scheme of Amalgamation with the Registrar of Companies. The said undertaking is accepted. 6] The Official Liquidator has filed his report in Company Petition No.702 of 2008 to 705 of 2008 stating that the affairs of the Transferor Companies have been conducted in a proper manner and 4 that the Transferor Companies may be ordered to be dissolved. 7] Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as prayed is not prejudicial to the interests of Shareholders, creditors and public. 8] There is no objection to the Scheme save and except, as stated in paragraph No. 4 & 5 herein. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos.702 of 2008 to 706 of 2008 are made absolute in terms of prayer clause (a) to (j). 9] The Fifth Transferor Company viz., SGR Holdings Pvt. Ltd. and the Sixth Transferor Company viz., Space Age Security Services Pvt. Ltd. are having their registered office at Kolkata for which the amalgamation proceedings are filed in the High Court of Judicature at Calcutta. The present Scheme is sanctioned subject to the order to be passed by the High Court of Judicature at Calcutta. 10] The Transferee Company to lodge a copy of this Order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and / or certified copy 5 of this order. 11] The Petitioners in the Company Petitions Nos.702 of 2008 to 706 of 2008 to pay cost of Rs.7,500/- each to the Regional Director. The Petitioners in Company Petition Nos.702 of 2008 to 705 of 2008 to pay cost of Rs. 7,500/- each to the Official Liquidator, High Court, Bombay. Cost to be paid within 4 weeks from today. 12] Filing and issuance of the drawn up Order is dispensed with. 13] All concerned authorities to act on a copy of this Order alongwith the Scheme duly authenticated by Company Registrar , High Court, Bombay. (A. M. Khanwilkar J) 6