1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.1 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.786 OF 2010 Extraordinaire Properties Private Limited…Petitioner/1st Transferor Company WITH COMPANY SCHEME PETITION NO. 2 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 787 OF 2010 Finvestco Investments Private Limited… Petitioner/2nd Transferor Company WITH COMPANY SCHEME PETITION NO. 3 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 788 OF 2010 Heminishi Investments Private Limited …Petitioner/3rd Transferor Company WITH COMPANY SCHEME PETITION NO. 4 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 789 OF 2010 Shree Profiles Private Limited … Petitioner/4th Transferor Company WITH COMPANY SCHEME PETITION NO. 5 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 790 OF 2010 The Swadeshi Chemicals Private Limited …Petitioner/5th Transferor Company IN THE MATTER of Sections 391 to 394 of the 2 Companies Act, 1956 AND IN THE MATTER of the Scheme of Amalgamation of Extraordinaire Properties Private Limited and Finvestco Investments Private Limited and Heminishi Investments Private Limited and Shree Profiles Private Limited and The Swadeshi Chemicals Private Limited, with Anand Investment Private Limited. Mr. Yogesh Adhia for the Petitioners Dr. T. Pandian , Dy. Official Liquidator in C.S.P. Nos. 786 of 2010, 787, 788, 789, 790 of 2010. Mr. C. J. Joy and Mr. Abhijit Desai i/b Mr. H. P. Chaturvedi for the Regional Director in all the Petitions. CORAM : S. J. Vazifdar, J DATE : 6th May 2011 P.C.: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 to a Scheme of Amalgamation of Extraordinaire Properties Private Limited, Finvestco Investments Private Limited, Heminishi Investments Private Limited, Shree Profiles Private Limited and The Swadeshi Chemicals Private Limited, the Transferor Companies, with Anand Investment Private Limited the Transferee Company, and their respective shareholders. 3. Counsel 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 3 compliance in the Court. The Petitioner Companies also undertake to comply with all other statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The undertaking is accepted. 4. The Counsel for the Petitioner submits that the above named Petitioner Companies are the Transferor Companies. In view of the Judgment of this Court in Mahaamba Investment Ltd. V/s. IDI Limited [(2001 (105) Company cases, page No. 16)] and the order passed by this Court on 3rd December 2010 in Company Summons for Direction Nos.786 of 2010 to 790 of 2010, no separate Proceedings U/s. 391 to 394 of the Act are filed by Anand Investment Private Limited, the Transferee company. 5. The Regional Director has filed affidavit stating therein that save and except as stated in para of the said affidavit, the Scheme does not appear to be prejudicial to the interest of shareholders and public. The Paragraph 6 of the said Affidavit reads as under:- “6. That the Deponent further submits that, the Transferee Company is a Non Banking Finance Company, hence the Transferee Company 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” 6. As far as the above observation of the Regional Director is concerned, the Petitioner through their Counsel undertake to file 4 a copy of the Scheme along with the copy of this Order within 30 days from the date of the order, with the Reserve Bank of India. The undertaking is accepted. 7. The Official Liquidator has filed his report in all the above Company Scheme Petitions stating that the affairs of Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved without winding up. 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. 9. Since all the requisite statutory compliances have been fulfilled, the above Company Scheme Petitions are made absolute in terms of prayer clauses (a) to (g) of the Petitions. 10. The Transferee Company to lodge 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 adjudication of stamp duty, payable, if any, on the same within 60 days from the date of the Order. 5 11. The Petitioners to pay cost of Rs.10,000/- each to the Regional Director and the Official Liquidator. Costs to be paid within four 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 and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. VAZIFDAR, J)