IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 865 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1025 OF 2009 AMIT BUSINESS LIMITED …………Petitioner / First Transferor Company. WITH COMPANY PETITION NO. 866 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1026 OF 2009 KASARE FINANCIAL SERVICES PRIVATE LIMITED …………Petitioner / Second Transferor Company. WITH COMPANY PETITION NO. 867 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1027 OF 2009 THADESHWAR FINANCIAL SERVICES PRIVATE LIMITED …………Petitioner / Third Transferor Company WITH COMPANY PETITION NO. 868 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1028 OF 2009 SWATIK FINANCE AND INVESTMENT SERVICES PRIVATE LIMITED …………Petitioner / Fourth Transferor Company WITH COMPANY PETITION NO. 869 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1029 OF 2009 GORGEOUS FINANCIAL ADVISOR PRIVATE LIMITED…………Petitioner / Fifth Transferor Company WITH COMPANY PETITION NO. 870 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1030 OF 2009 GOLDFLAG TRADING COMPANY PRIVATE LIMITED…………Petitioner / Sixth Transferor Company WITH COMPANY PETITION NO. 871 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1031 OF 2009 PACIFIC CORPORATE SERVICES LIMITED ………..Petitioner / Transferee Company. In the matter of the Companies Act 1 of 1956; AND 2 In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of AMIT BUSINESS LIMITED and KASARE FINANCIAL SERVICES PRIVATE LIMITED and THADESHWAR FINANCIAL SERVICES PRIVATE LIMITED and SWATIK FINANCE AND INVESTMENT SERVICES PRIVATE LIMITED and GORGEOUS FINANCIAL ADVISOR PRIVATE LIMITED and GOLDFLAG TRADING COMPANY PRIVATE LIMITED with PACIFIC CORPORATE SERVICES LIMITED. Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Ms. Neeta Masurkar i/b Mr. S.K. Mohapatra for Regional Director in all Petitions. Mr. P. Ramarao, Official Liquidator, present in Company Petition Nos. 865 of 2009 to 870 of 2009 . CORAM: S. J. Kathawalla, J. DATE: 26th February, 2010. PC: 1. Heard learned counsel for the 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 3 AMIT BUSINESS LIMITED and KASARE FINANCIAL SERVICES PRIVATE LIMITED and THADESHWAR FINANCIAL SERVICES PRIVATE LIMITED and SWATIK FINANCE AND INVESTMENT SERVICES PRIVATE LIMITED and GORGEOUS FINANCIAL ADVISOR PRIVATE LIMITED and GOLDFLAG TRADING COMPANY PRIVATE LIMITED with PACIFIC CORPORATE SERVICES LIMITED. 3. Counsel appearing on behalf of the Petitioners states that they have complied with all 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 there under. Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit the Scheme dose not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of his Affidavit the Regional Director states that :- “That the Transferee Company is a Non Banking Finance Companies, 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 on this petition within 30 day’s from the date of the order, with the RBI.” 5. So far as paragraph 6 of the said affidavit is concerned the the Counsel appearing on behalf of the Petitioner Companies undertakes to file a copy of the scheme along with the copy of this Hon’ble 4 Court’s Order on this petition within 30 days from the date of the order, with the Reserve Bank of India. The said undertaking is accepted. 6. The Official Liquidator has filed a report stating that the affairs of the Petitioner Company have been conducted in a proper manner and that the Petitioner Company may be ordered to be dissolved. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 865 of 2009, 866 of 2009, 867 of 2009, 868 of 2009, 869 of 2009 and 870 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (j) and Company Petition Nos. 871 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 9. The Petitioner Company 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. 10. The Petitioner Companies in all petitions to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in the Company Petition Nos. 865 of 2009, 866 of 2009, 867 of 2009, 868 of 2009, 869 of 2009 and 870 5 of 2009 to pay costs of Rs.7,500/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 6