IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 842 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 880 OF 2009 In the matter of the Companies Act 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 TRANSWARRANTY CAPITAL PRIVATE LIMITED with VERTEX SECURITIES LIMITED. TRANSWARRANTY CAPITAL PRIVATE LIMITED …………Petitioner / Transferor Company. Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. A. R. Varma i/b Mr. S.K. Mohapatra for Regional Director in all Petitions. Mr. P. Ramarao, Official Liquidator present. CORAM: Dr. D. Y. Chandrachud J. DATE: 18th December, 2009 PC: 1. Heard learned counsel 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 TRANSWARRANTY CAPITAL PRIVATE LIMITED, the Transferor Company with VERTEX SECURITIES LIMITED, the Transferee Company. 3. The counsel for the Petition states that the Registered office of VERTEX SECURITIES LIMITED, the Transferee Company is situated at Kochi in the State of Kerala and the Court has been informed by the learned counsel that the final hearing of the petition filed by the Transferee Company is pending before the High Court of Karnataka. 4. Counsel appearing on behalf of the Petitioners further states 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 undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. Undertaking is accepted. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit the Scheme dose not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of his Affidavit the Regional Director states that :- “the Transferee Company falls under the jurisdiction of Hon'ble High Court of Kerala at Ernakulam. The shares of 2 the Transferee Company are listed with Bombay Stock Exchange Limited. Hence, Transferee Company shall comply with the condition of the Listing Agreement stipulated by BSE vide its letter dated 06/08/2009 in respect of new shares to be issued to the shareholders of the Transferor Company.” 6. Counsel appearing on behalf of the Petitioner Company states that the Transferee Company will comply with the condition of the Listing Agreement stipulated by BSE in respect of new shares to be issued to the shareholders of the Transferor Company. 7. The Official Liquidator has filed a report 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. 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 have come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, the Company Petition is made absolute in terms of prayer clauses (a) to (k), subject to the Scheme of Amalgamation being sanctioned by the High Court of Kerala in the petition filed by Transferee Company in the said Court. 10. The Petitioner Company to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar High Court, 3 ( 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 the order. 11. The Petitioner to pay costs of Rs.7,500/- to the Regional Director, Western Region, Mumbai and 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. 13. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (Dr. D. Y. Chandrachud, J.) 4