IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.794 OF 2008 CONNECED WITH COMPANY APPLICATION NO.1322 OF 2008 In the matter of Section 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between ARA Trading & Investment Private Limited and KRA Holding and Trading Private Limited and RDA Holding & Trading Private Limited and their respective members. ARA Trading & Investment Private Limited. ….Petitioner AND COMPANY PETITION NO.795 OF 2008 CONNECED WITH COMPANY APPLICATION NO.1323 OF 2008 KRA Holding and Trading Private Limited. …Petitioner AND COMPANY PETITION NO.796 OF 2008 CONNECED WITH COMPANY APPLICATION NO.1324 OF 2008 RDA Holding & Trading Private Limited. …Petitioner Mr. Hemant Sethi /by Hemant Sethi & Co. advocates for Petitioners Mr. S. Ramakantha, Dy. Official Liquidator in CP NO 794 of 2008 & 795 of 2008 of 2008. 1 Ms. Heena Shah i/b Mr. S. K. Mohapatra for the Regional Director in all the Petitions. CORAM : A. M. KHANWILKAR J DATE: 19 th DECEMBER 2008 P.C 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between ARA Trading & Investment Private Limited and KRA Holding and Trading Private Limited, the Transferor Companies and RDA Holding & Trading Private Limited, the Transferee Company and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed his affidavit in reply and has stated that the Petitioner Companies are NBFC Companies and that the Petitioner Companies may be directed to intimate to the Reserve Bank of India about sanctioning of the Scheme within a period of 2 one month from the date of the order. The learned counsel appearing on behalf of the Petitioners state that necessary intimation will be made to the Reserve Bank of India within the stipulated time. Save as aforesaid, the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 5. The Official Liquidator has filed report stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be wound up. 6. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions are made absolute in terms of prayer clause (a). 8. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated copy of this Order. 3 9. The Petitioners in all the Companies to pay cost of Rs.7500/- each to the Regional Director and the Petitioner in Company Petition Nos.794 of 2008 & 795 of 2008 of 2008 to pay sum of Rs.7500/- each to the Official Liquidator. 10. Cost to be paid within 4 weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 11.Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J) 4