IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 373 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 279 OF 2008 MAHINDRA HOLDINGS & FINANCE LIMITED …………Petitioner / Transferor Company. WITH COMPANY PETITION NO.374 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 280 OF 2008 MAHINDRA AND MAHINDRA 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 Mahindra Holdings & Finance Limited with Mahindra and Mahindra Limited and their respective Shareholders Ms Alpana Ghone with Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioners. Mr. S. Ramakantha Dy. Official Liquidator in CP No. 373 of 2008. -: 2 :- Ms Purnima Avasthi i/b Mr. S.K. Mohapatra for Regional Director in both the Petitions. CORAM: S. A. Bobde, J. DATE: 18th July, 2008 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 Mahindra Holdings & Finance Limited, the Transferor Company with Mahindra and Mahindra Limited, the Transferee Company 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 also undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the rules made there under. 4. The Regional Director does not object to the Scheme on any ground much less it being prejudicial to the interest of the creditors, shareholders and general public. However, he sets out in para 6 that the transferor company is carrying non-banking finance business (not accepting public deposit). It must seek necessary approval of Reserve Bank of India. 5. Mr.Uday Phadke, Director of the Petitioner in Company Petition No. 373 of 2008 has filed an affidavit annexing therewith the circular of the RBI -: 3 :- dated 24th January, 2006. He states that the Compliance has to be made with the policy directives of RBI post sanction. There is no question of any prior permission / no objection / approval as is clear from this affidavit and the annexures thereto. The Learned counsel for the Regional Director does not press the objection in view of the affidavit of Mr Uday Phadke dated 17th July, 2008. 6. The Official Liquidator has filed report in Company Petition No.373 of 2008 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. In my view, the deponent having set out the Scheme so also made a statement on oath that it shall inform RBI about the Court’s order and the Scheme in details, it is not necessary to issue any further directions. I am satisfied that the Scheme does not affect the interest of the creditors, shareholders and general Public. In the result Company Petition No. 373 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d). Company Petition No. 374 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 8. The Petitioner Companies to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 9. The Petitioners in all the Company Petitions to pay cost of -: 4 :- Rs.7,500/- each to the Regional Director in all the Petitions and to the Official Liquidator by the Petitioner in the Company Petition No. 373 of 2008 filed by the Transferor Company. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. A Bobde, J.)