1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 554 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 560 OF 2010 Inga Management & Investment Private Limited……..Petitioner AND COMPANY SCHEME PETITION NO 555 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 561 OF 2010 Shastha Advisors Private Limited………..Petitioner AND COMPANY SCHEME PETITION NO 556 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 562 OF 2010 Berkshire Advisors Private Limited………Petitioner In the matter of Section 100, 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Reconstruction and Arrangement between Inga Management & Investment Private Limited and Shastha Advisors Private Limited and Berkshire Advisors Private Limited their Respective Shareholders. Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners. Mr. C.J Joy with Mr. Anurag Gokhale i/b Mr. H.P. Chaturvedi for Regional Director in all Petitions. CORAM: S.J. VAZIFDAR, J DATE: 16TH DECEMBER 2010 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 read with Section 100 of the Companies Act, 1956 to a Scheme of Reconstruction and Arrangement between Inga Management & Investment Private Limited and Shastha Advisors Private Limited and Berkshire Advisors Private Limited their Respective Shareholders. 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, Petitioners 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 its Affidavit stating therein that save and except as stated in paragraphs 6(a) to 6(d) of the said Affidavit, the Scheme does not appear to be prejudicial to the interest of shareholders and public. The paragraphs 6(a) to 6(d) of the said Affidavit reads thus: (a) In clause 9.2 of the Scheme, the figures in the second line ie. 250,000 and Rs. 100/- be substituted by the figures 25,00,000 and Rs. 10/- respectively. (b) In clause 9.2.1 of the Scheme, the figures in the first line ie. 20,000 and Rs. 100 be substituted by the figures 25,00,000 and Rs. 10/- respectively. (c) In clause 10.2.1 of the Scheme, the words ”The Investment Trust of India Limited” be substituted by towards ÏTI Financial Services Limited; (d) As per clause 3.2 of the scheme, the liabilities towards the Share Application Money received by M/s Inga Management and Investment Private Limited as on 31/3/2010 to an extent of Rs. 2.75 3 Crores will be taken over by M/s Shastha Advisors Private Limited. In this regard it is submitted that the said amount shall not be treated as “Share Application Money” in the books of M/s Shastha Advisors Private Limited and the same shall be treated as current liability. In this regard the Transferee Company may be directed to furnish an undertaking to refund the said amount and not to allot shares. 5. In so far as observations made in paragraphs 6(a), 6(b) & 6(c) of the Affidavit of the Regional Director, the Counsel appearing for the Petitioners seeks leave to make necessary corrections in the Scheme as observed in paragraphs 6(a), 6(b) & 6(c) of the Affidavit filed by the Regional Director. Leave granted to the Petitioners to carry out amendment in the Scheme within 2 weeks from today. 6. In so far as observations made in paragraph 6(d) of the Affidavit of the Regional Director, the Petitioners through their Counsel undertakes that the said amount shall not be treated as “Share Application Money” in the books of M/s Shastha Advisors Private Limited and the same shall be treated as current liability and that the Transferee Company undertakes to refund the said amount and will not allot shares. The said undertaking is accepted. 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, the Company Scheme Petition No 554 of 2010; Company Scheme Petition No 555 of 2010 and Company Scheme Petition No 556 of 4 2010 are made absolute in terms of prayer clauses (a) to (d) of the respective petitions. 9. The Petitioners 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 order. 10. The Petitioners in all Petitions to pay costs of Rs.10,000/- each to the Regional Director. 11. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order along with Scheme and form of Minutes duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.J. VAZIFDAR, J)