1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 286 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 211 OF 2011 AIKONE MARKETING AND MANAGEMENT SERVICES PRIVATE LIMITED …………….. Petitioner Company (Transferor Company No. 1) AND COMPANY SCHEME PETITION NO 287 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 212 OF 2011 NOZAKI FINANCE AND INVESTMENTS PRIVATE LIMITED …………….. Petitioner Company (Transferor Company No. 2) AND COMPANY SCHEME PETITION NO 288 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 213 OF 2011 YUGA FINVEST PRIVATE LIMITED …………….. Petitioner Company (Transferor Company No. 3) AND COMPANY SCHEME PETITION NO 289 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 214 OF 2011 MAESTRO VENTURES PRIVATE LIMITED …………….. Petitioner Company (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; 2 AND In the matter of Scheme of Amalgamation of Aikone marketing and Management Services Private Limited (‘the Transferor Company 1’) AND Nozaki Finance and Investments Private Limited (‘the Transferor Company 2’) AND Yuga Finvest Private Limited (‘the Transferor Company 3’) AND Maestro Ventures Private Limited (‘the Transferee Company’) AND Their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioners in all the Petitions. Dr. T. Pandian, Official Liquidator present in Company Scheme Petition Nos .286 to 288 of 2011. Mr. N.D Sharma and Abhijit Desai i/b Dr. T.C. Kaushik for Regional Director in all the Petitions CORAM: S. J. KATHAWALLA, J DATE: 5th August, 2011 P.C 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 a Scheme of Amalgamation of Aikone Marketing and Management Services Private Limited, ‘the Transferor Company 1’ and Nozaki Finance and Investments Private Limited, ‘the Transferor Company 2’, and Yuga Finvest Private Limited, ‘the Transferor Company 3’ with Maestro Ventures Private Limited, ‘the Transferee Company’ and 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 3 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 an Affidavit stating therein that save and except as stated in paragraphs 6 (a), 6(b) and 6(c) of the Affidavit it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit it is stated that : a) The Second and Third Transferor Companies are a Non Banking Finance Company. Hence the Second and Third Transferor companies may be directed to file a copy of the scheme along with the copy of this Hon’ble Court’s order within 30 days from the date of the order, with the RBI. b) In Clause 6.3 of the Scheme, it is stated that the difference being the excess of the net assets value of the Transferor Companies transferred to and recorded by the Transferee Company (MVPL) over the face value of shares issued shall be credited to General Reserve Account of the Transferee Company. In this connection it is submitted that the Reserve arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company (MVPL). c) As per clause 5.6 of the scheme, the Transferee Company shall take necessary steps to increase or alter or re- classify, (if necessary), its authorized share capital suitably to enable it to issue and allot the preference shares required to be issued and allotted by it under the scheme. In this connection the Transferee Company may be directed to comply with provisions of section 94/97 read with Schedule X of the Companies Act 1956, for filing of necessary forms with the Registrar of companies after payment of necessary filling fee and stamp duty as applicable on the said forms. 4 5. As far as first observation in paragraph 6(a) of the Affidavit of the Regional Director is concerned, the Second Transferor Company through its counsel undertakes to file a copy of the order and the Scheme with the Reserve Bank of India within 30 days from the date of the Order. The said Undertaking is accepted. 6. The Counsel for the Petitioner states that the Third Transferor Company is not carrying any business activity of Non-Banking Financial Corporation. Therefore, the third Transferee Company is not required to file a copy of the Scheme along with the copy of the order with the Reserve Bank of India. 7. In reply to the second observation in paragraph 6(b) of the said Affidavit, the Petitioners through their counsel undertakes that they will not utilise the General Reserve arising in the books of Transferee Company pursuant to the Scheme for the purpose of declaring dividend in future. The said undertaking is accepted. 8. So far as third observation in paragraph 6(c) of the said Affidavit is concerned, the Petitioners through their Counsel undertakes to comply with the provisions of Section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The said undertaking is accepted. 9. The Official Liquidator has filed his report in Company Scheme Petition No. 286 of 2011 to 288 of 2011 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved by this Court. 10. 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. 11. Since all the requisite statutory compliances have been fulfilled: 5 a) Company Scheme Petition No. 286 of 2011 is made absolute in terms of prayer clauses (a) to (d); b) Company Scheme Petition No. 287 of 2011 is made absolute in terms of prayer clauses (a) to (d); c) Company Scheme Petition No. 288 of 2011 is made absolute in terms of prayer clauses (a) to (d); d) Company Scheme Petition No. 289 of 2011 is made absolute in terms of prayer clauses (a) to (c). 12. The Petitioner Companies 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. 13. The Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in Company Scheme Petition No. 286 of 2011 to 288 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 14. Filing and issuance of the drawn up order is dispensed with. 15. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. KATHAWALLA, J.)