1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 507 OF 2010 CONNECTED WITH COMPANYSUMMONS FOR DIRECTION NO. 485 OF 2010 Ridge Business Centre Private Limited …….Petitioner (First Transferor Company) AND COMPANY SCHEME PETITION NO 479 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 486 OF 2010 Andromeda Investment & Finance Private Limited ……Petitioner (Second Transferor Company) AND COMPANY SCHEME PETITION NO 508 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 487 OF 2010 Azrael Investments Private Limited …….Petitioner (Third Transferor Company ) AND COMPANY SCHEME PETITION NO 509 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 488 OF 2010 Prudential Management & Services 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; In the matter of Scheme of Amalgamation of Ridge Business Centre Private Limited and Andromeda Investment & Finance Private Limited And Azrael Investments Private Limited with Prudential Management & Services Private Limited and their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in all Petitions. 2 Dr. T. Pandian, Official Liquidator, present in Company Scheme Petition Nos. 479 of 2010, 507 of 2010 and 508 of 2010. Mr. C.J. Joy, i/b Mr. H.P. Chaturvedi for Regional Director in all the Petitions. CORAM: S.J. VAZIFDAR, J DATE: 25TH MARCH 2011 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 Ridge Business Centre Private Limited and Andromeda Investment & Finance Private Limited and Azrael Investments Private Limited (Transferor Companies) with Prudential Management & Services Private Limited, (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 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 paragraph 6(a) and 6(b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 (a) and (b) of the said Affidavit, the Regional Director has stated that: (a) That the Second and Third Transferor Companies are Non Banking Finance Companies. 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 day’s from the date of the order, with the Reserve Bank of India. (b) The Second and Third Transferor Companies which are registered with Reserve Bank of India as Non Banking Finance Companies are proposed to be merged with the Transferee Company which is not n NBFC. Hence the Transferee Company may be directed to register itself with the Reserve Bank of India as an NBFC so as to enable the Transferee Company to carry on the business of the Second and Third Transferor Companies. 3 5. The Second and Third Transferor Companies through its counsel undertakes that the it shall file a copy of the Scheme along with this order with the Reserve Bank of India within 30 days from the of the order. The said Undertaking is accepted. 6. In so far as observations made in paragraph 6(b) of the Affidavit is concerned, the Petitioner/Transferee Company through their counsel undertakes that the Transferee Company shall make an appropriate application to the Reserve Bank of India for registration as an NBFC. The said Undertaking is accepted. 7. The Official Liquidator has filed his 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 Company Scheme Petition No 507 of 2010, 479 of 2010; 508 of 2010 and 509 of 2010 are made absolute in terms of prayer clause (a) of the Company Scheme Petition. 10. The Petitioners 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. 11. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director and Petitioner in Company Scheme Petition Nos. 507 of 2010; 479 of 2010 and 508 of 2010 to pay costs of Rs. 10,000/- to the Official Liquidator. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 4 13. 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. VAZIFDAR, J)