IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 654 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 646 OF 2010 Barwale Investment and Trading Private Limited … Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 656 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 648 OF 2010 Chittoda Investment & Trading Private Limited … Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 657 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 649 OF 2010 Harbhajan Investment and Trading Private Limited … Petitioner/ Transferor Company AND 2 COMPANY SCHEME PETITION NO. 658 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 650 OF 2010 Rajur Ganapati Investment and Trading Private Limited … Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 659 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 651 OF 2010 Jamwadi Investment and Trading Private Limited … Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 660 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 652 OF 2010 Dudhna Investment and Trading Private Limited … Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 661 OF 2010 3 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 653 OF 2010 Gangabishan Bhikulal Investment and Trading Limited … Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 655 OF 2010 IN COMPANY SUMMONS FOR DIRECTION NO. 647 OF 2010 In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Amalgamation of Barwale Investment & Trading Private Limited and Harirani Investment and Trading Private Limited and Scheme of Arrangement (De-merger) Between Chittoda Investment & Trading Private Limited, Harbhajan Investment & Trading Private Limited, Rajur Ganapati Investment & Trading Private Limited, Jamwadi Investment & Trading Private Limited, Dudhna Investment & Trading Private Limited and 4 Gangabishan Bhikulal Investment & Trading Limited with Harirani Investment and Trading Private Limited. Harirani Investment and Trading Private Limited ..Petitioner/ Transferee Company Mr. Mayur Khandeparkar, i/b Kanga & Company, Advocates for Petitioners Mr. M.S. Bhardwaj i/b Mr.H.P.Chaturvedi for the Regional Director in all Petitions. Mr.T.Pandian, Dy. Official Liquidator present in C.P. No. 654 of 2010. CORAM : S.J. VAZIFDAR J. DATE : 25th MARCH 2011 P.C. :- 1. Heard Learned Counsel for the parties 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Barwale Investment & Trading Private Limited, the Transferor Company and Harirani Investment and Trading Private Limited, the Transferee Company and the Scheme of Arrangement which provides for transfer of respective Investment Divisions of Chittoda Investment & Trading Private Limited, Harbhajan Investment & 5 Trading Private Limited, Rajur Ganapati Investment & Trading Private Limited, Jamwadi Investment & Trading Private Limited, Dudhna Investment & Trading Private Limited and Gangabishan Bhikulal Investment & Trading Limited, the Transferor Companies with Harirani Investment and Trading Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners 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 through their Counsel also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 4. The Regional Director has filed his affidavit stating therein that save and except what is stated in Paragraph 6, it appears that the Scheme is not prejudicial to the interest of the shareholders and public. In Paragraph 6 of his Affidavit, the Regional Director has stated that :- “ That the Deponent further submits that the Resulting Company appears to be Non Banking Finance Company. Hence the Resulting Company maybe directed to file a copy of the scheme along with the copy of this Hon’ble 6 Court’s order within 30 day’s from the date of the order, with the Reserve Bank of India.” 5. The counsel for the Transferee Company undertakes to file a copy of the Scheme alongwith a copy of the Order of this Court sanctioning the present scheme of Amalgamation/De-merger with Reserve Bank of India within 30 days from the date of the order. The said undertaking is accepted. 6. The Official Liquidator has filed his Report in Company Petitions Nos. 654 of 2010 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor 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, I am of the considered view that the scheme shall have to be sanctioned, subject to one condition as raised by the Regional Director in paragraph 6 of his common 7 Affidavit. In the circumstances, Company Scheme Petition No.654 of 2010 is made absolute in terms of prayer clauses (a) to (f) and Company Scheme Petition Nos. 656 of 2010 to 661 of 2010 filed by the Transferor Companies and Company Scheme Petition No. 655 of 2010 filed by the Transferee Company are made absolute in terms of prayers (a) to (e). 9. The Transferee 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 this Order: 10. The Petitioners in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region Mumbai. The Petitioner Company in Company Scheme Petition No. 654 of 2010 to pay cost of Rs.10,000/- 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. 8 12. All concerned authorities to act on a copy of this order alongwith the scheme duly authenticated by Company Registrar, High Court, Bombay. ( S.J. VAZIFDAR J.)