1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.257 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.253 OF 2010 Ican Investments Advisors Private Limited....Petitioner/the First Transferor Company AND COMPANY SCHEME PETITION NO.258 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.254 OF 2010 Pathfinder Advisors Private Limited .... Petitioner/ the Second Transferor Company In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of the Scheme of Amalgamation of Ican Investments Advisors Private Limited and Pathfinder Advisors Private Limited with Anagha Investments Private Limited. Mr.Hemant. Sethi i/b Hemant Sethi & Co,Advocates for Petitioner. Dr T.Pandian, Deputy Official Liquidator in both the Petitions. Mrs Purnima Awasthi i/b Mr.S.K.Mohapatra for Regional Director in both the Petitions. 2 CORAM : S. J. VAZIFDAR,J DATE : 30th JULY, 2010 PC: 1. Heard learned counsel for 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 Ican Investments Advisors Private Limited, the First Transferor Company and Pathfinder Advisors Private Limited, the Second Transferor Company with Anagha Investments Private Limited, the Transferee Company. 3. The First Transferor Company is subsidiary of Anagha Investments Private Limited, the Transferee Company as the entire Equity share capital of Ican Investments Advisors Private Limited, the First Transferor Company are held by Pathfinder Advisors Private Limited, the Second Transferor Company and Anagha Investments Private Limited, the Transferee Company and the Second Transferor Company is wholly owned subsidiary of Anagha Investments Private Limited, the Transferee Company as the entire equity share capital of Pathfinder Advisors Private Limited, the Second Transferor Company is held by Anagha Investments Private Limited, the Transferee Company. In the circumstances and in view of 3 the judgement in the case of Mahaamba Investments Limited v. IDI Limited 2001 (Vol. 105) Company Cases, 16, the filing of separate Application and Petition by the Transferee Company for sanction of the said scheme was dispensed with vide order dated 9th April, 2010 in Company Summons for Direction No.253 of 2010 and 254 of 2010 filed by the Petitioner/Transferor Companies. 4. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the 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 thereunder.The undertaking is accepted. 5. The Regional Director has filed affidavit stating therein that, the scheme does not appear to be prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed his report in Company Scheme Petition No.257 and 258 of 2010 stating that the affairs of the Transferor Companies have been conducted 4 in a proper manner and that the Transferor Companies 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 of Amalgamation save and except as stated above and since all the requisite statutory compliances have been fulfilled the Scheme of Amalgamation deserved to be sanctioned. Hence, Company Scheme Petition No.257 of 2010 filed by the First Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No.258 of 2010 filed by the Second Transferor Company is made absolute in terms of prayer clauses (a) to (d). 9. The Petitioner Companies 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 of from the date of this Order. 10. The Petitioner in both the Company Scheme Petitions to pay costs of Rs. 10,000/- each to the Regional Director, 5 Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay. 11.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 along with scheme duly authenticated by Company Registrar, High Court, (O.S) Bombay. (S.J.VAZIFDAR, J)