IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 736 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 756 OF 2010 EVEREST FINVEST (INDIA) PRIVATE LIMITED …………Petitioner / Transferor Company COMPANY SCHEME PETITION NO. 737 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 757 OF 2010 FALAK INVESTMENT PRIVATE LIMITED …………Petitioner / Transferee Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Everest Finvest (India) Private Limited (‘the Transferor Company’) with Falak Investment Private Limited ( ‘the Transferee Company’) and their respective Shareholders and Creditors Mr. Shyam Mehta and Ms Alpana Ghone, Counsels along with Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Petitioners in both Petitions. Dr. T. Pandian, Official Liquidator, present in the Company Scheme Petition No. 736 of 2010. Mr. C. J. Joy and Mr. Abhijeet Deai, i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. CORAM: S. J. Vazifdar, J. DATE: 25th March, 2011 PC: 1. Heard learned counsels for the 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 Everest Finvest (India) Private Limited, the Transferor Company, with Falak Investment Private Limited, the Transferee Company, and their respective shareholders and creditors. 3. Counsels 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 undertakes 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, Western Region, Ministry of Corporate Affairs has filed an affidavit stating therein that save and 2 except as stated in paragraph 6 of the said affidavit, it appears that the Scheme is not prejudicial to the interest of the shareholders and the public. In Paragraph 6 of the said affidavit it is stated that :- 6. That the deponent further submits that the Transferee Company is carrying on the business activity relating to Non-Banking Finance Company. Hence the Transferee Company maybe directed to file a copy of the scheme along with the copy of this Hon’ble Court’s order within 30 day’s from the date of the order, with the RBI. 5. In reply to the aforesaid query raised by the Regional Director, the counsels appearing on behalf of the Petitioner Company submits that the Transferee Company was an erstwhile promoter of Gujarat Ambuja Cements Limited and had invested surplus funds in listed entity shares and group companies and subsidiaries companies as well as advanced loans to group companies. The Petitioner Company does not undertake any business of trading in shares. Accordingly, it is not carrying on any business activity of Non-Banking Financial Corporation. In view of above statement, the Transferee Company may not be required to file a copy of the scheme along with the copy of the order with the Reserve Bank of India. 6. The Official Liquidator has filed his report in Company Scheme Petition No. 736 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. 3 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 736 of 2010, filed by the Transferor Company, is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 737 of 2010, filed by the Transferee Company, is made absolute in terms of prayer clauses (a) to (c). 9. 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. 10. The Petitioners in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No. 736 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. 11. Filing and issuance of the drawn up order is dispensed with. 12. 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. Vazifdar, J.) 4