IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 303 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 177 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In The Matter of M/S Genus Trading & Mercantile Private Limited Private Limited a company Incorporated under the companies Act, 1956 and having its registered Office at Shiv Smriti,49, Dr. Annie Besant Road,Worli, Mumbai – 400 018. … Transferor Company AND Madoc Commercials Private Limited ) Private limited a company ,Incorporated ) Incorporated under the Companies ) Act, 1956 and having its registered ) Office at B-604, Fairdeal House, ) Nr. Swatik Cross Road, ) Navrangpura, Ahmedabad ) … Transferor Company AND Arham Metals & Commodities Pvt Ltd ) Private limited a company, Incorporated ) Incorporated under the Companies ) Act, 1956 and having its registered ) Office at B-604, Fairdeal House, ) Nr. Swatik Cross Road, ) Navrangpura, Ahmedabad ) … Transferor Company WITH Narmada Fintrade Limited. ) a limited a company, Incorporated ) Incorporated under the Companies ) Act, 1956 and having its registered ) Office at 307, “Abhijeet” Netaji marg, ) Ellisbridge, Ahmedabad 380 006, ) …Transferee Company for amalgamation by the transfer and vesting of the undertaking, properties, assets and liabilities of M/s. Genus Trading & Mercantile Private Limited, Madoc Commercials Private Limited and Arham Metals & Commodities Private Limited in Narmada Fintrade Limited. Genus Trading & Mercantile ) Private limited (a company ) Incorporated under the companies ) Act, 1956 and having its registeed ) Office at shiv smriti, ) 49, dr. Annie besant road, ) Worli, Mumbai – 400 018. ) ..Petitioner /Transferor Company Coram: S. J. Vazifdar J Date : 1st April, 2010 Mr. Avinash Joshi, Advocate for the Applicant Dr. T. Pandian, Official Liquidator present. Mr. C. J. Joy i/b. Mr. H.P. Chaturvedi for Regional Director. P.C. : 1. Heard Learned Counsel for the parties. 2. This Petition has been filed by Genus Trading & Mercantile Private limited, the Petitioner Company for obtaining sanction to the proposed Scheme of Amalgamation of Genus Trading & Mercantile Private Limited, the First Transferor Company, Madoc Commercials Private 2 Limited, the Second Transferor Company and Arham Metals & Commodities Private Limited, the Third Transferor Company with Narmada Fintrade Limited, the Transferee Company under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioner Company has complied with all the statutory requirements as per the direction of this Court and they have filed necessary Affidavits of compliance in Court. The Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed his Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, it is stated that:- “6. That the Deponent further submits that the Registered Offices of the Second, Third Transferor Companies and Transferee Company are situated in the State of Gujarat. Hence the present scheme of amalgamation will be subject to condition of obtaining similar approval from the Hon’ble High Court of Gujarat in respect of the Second, Third Transferor Companies and Transferee Company.” 5. The Counsel for the Petitioners submits that the Second Transferor Company, Third Transferor Company and the Transferee Company have filed their respective Petitions in the High Court of Gujarat and that the said Petitions are pending. 6. The Official Liquidator has filed his Report stating therein that the affairs of the Transferor Company have been conducted in a proper 3 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. There is no objection to the scheme, save and except, as stated in paragraphs 5 and 6 hereinabove. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.303 of 2010 filed by the Petitioner / First Transferor Company is made absolute in terms of prayer clauses (a) and (b). 9. The Petitioner Company to pay the costs of Rs.10,000/- each to the Regional Director and the Official Liquidator. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with the scheme, duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J) 4