1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 365 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 306 OF 2010 Tiara Trading and Investment Private Limited……Petitioner AND COMPANY SCHEME PETITION NO 366 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 307 OF 2010 Kamdhenu Technologies Private Limited ………Petitioner AND COMPANY SCHEME PETITION NO 367 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 308 OF 2010 Alibaugh Agro Engineers Private Limited ………….Petitioner AND COMPANY SCHEME PETITION NO 368 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 309 OF 2010 Gleam Trading and Investment Private Limited……..Petitioner AND COMPANY SCHEME PETITION NO 369 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 310 OF 2010 Citron Finlease Private Limited……..Petitioner AND COMPANY SCHEME PETITION NO 370 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 311 OF 2010 2 Sapphire Advisors Private Limited…….Petitioner AND COMPANY SCHEME PETITION NO 371 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 312 OF 2010 Santosh Trading and Investments Private Limited….Petitioner In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of TIARA TRADING AND INVESTMENT PRIVATE LIMITED and KAMDHENU TECHNOLOGIES PRIVATE LIMITED and ALIBAUGH AGRO ENGINEERS PRIVATE LIMITED and GLEAM TRADING AND INVESTMENT PRIVATE LIMITED and CITRON FINLEASE PRIVATE LIMITED and SAPPHIRE ADVISORS PRIVATE LIMITED with SANTOSH TRADING AND INVESTMENTS PRIVATE LIMITED and their respective shareholders. Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., Advocates for the Petitioners. Dr. T. Pandian Dy. Official Liquidator, present in the Company Scheme Petition. Nos. 365 to 371 of 2010. Mr. N.D Sharma, i/b S.K. Mohapatra for Regional Director in all the Petitions. CORAM: S. J. Kathawalla, J. DATE: 27th August 2010 PC: 1. Heard learned counsels for the parties. 3 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Tiara Trading and Investment Private Limited and Kamdhenu Technologies Private Limited and Alibaugh Agro Engineers Private Limited and Gleam Trading and Investment Private Limited and Citron Finlease Private Limited and Sapphire Advisors Private Limited with Santosh Trading and Investments Private Limited and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated 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 through their counsel undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein and has stated in paragraph 6 which reads as under: “That the First, Fourth and Fifth Transferor Companies are Non Banking Companies, hence the First, Fourth and Fifth Transferor Companies may be directed to file a copy of the scheme along with the copy of this order on this petition within 30 days from the date of the order with RBI.” 5. The Petitioners through their counsel undertakes that copy of this order and Scheme will be filed with Reserve Bank Of India within 30 days. The said undertaking is accepted. 6. Save and except as stated in paragraph 6 of the said affidavit, the Scheme is not prejudicial to the interest of shareholders and public. 4 7. The Official Liquidator has filed his report in Company Scheme Petition Nos. 365 of 2010 to 370 of 2010 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 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 has come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos 365 of 2010 to 371 of 2010 are made absolute in terms of prayer clause (a) respectively . 10. The Petitioner Companies to lodge a 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 of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order. 11. The Petitioners in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in the Company Scheme Petition Nos. 365 of 2010 to 370 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 5 13. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. KATHAWALLA, J.)