1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 500 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 463 OF 2011 Malladi Investments Private Limited ………Petitioner/Second Transferor Company AND COMPANY SCHEME PETITION NO 501 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 462 OF 2011 Guru Narayan Fincap Private Limited ……Petitioner/First Transferor Company COMPANY SCHEME PETITION NO 502 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 464 OF 2011 Urav Consultancy Private Limited ……………Petitioner/Third Transferor Company AND COMPANY SCHEME PETITION NO 503 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 465 OF 2011 Athica Pharma Private Limited’ …………...Petitioner/Transferee Company In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation Guru Narayan Fincap Private Limited ; AND Malladi Investments Private Limited; AND Urav Consultancy Private Limited AND 2 Athica Pharma Private Limited AND Their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioner in all the Petitions. Ms Purnima Awasthi, i/b Mr. H.P Chaturvedi for Regional Director in all the Petitions. Mrs. R.N. Sutar, Asst. Official Liquidator, present in Company Scheme Petitions 500 of 2011 to 503 of 2011. CORAM: S.C DHARMADHIKARI, J DATE: 14TH OCTOBER, 2011 P.C 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of Companies Act, 1956 to a Scheme of Amalgamation of Guru Narayan Fincap Private Limited and Malladi Investments Private Limited and Urav Consultancy Private Limited with Athica Pharma Private Limited 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, Petitioner undertakes 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 Official Liquidator has filed his report in Company Scheme Petition Nos. 500 of 2011 to Company Scheme Petition No 503 of 3 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. 5. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6(a) & 6(b) of the said affidavit, it appears that the Scheme is not prejudicial does not appear to be 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) The First Transferor Company is a Non Banking Finance Company. Hence the First Transferor Company 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) Clause 8.2(f) of the Scheme states that the difference, being the excess of the value of the net assets of the Transferor Companies transferred to the Transferee Company shall be credited to the General Reserve Account of the Transferor Company. In this connection it is submitted that the Reserves arising out of this Scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.” 5. As far as the observations in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Counsel appearing on behalf of the First Transferor Company states that the First Transferor Company is not registered as Non Banking Finance Company and that 4 the First Transferor Company is not carrying on any business activity of Non Banking Finance Corporation and therefore there is no need to file a copy of the Scheme along with the order sanctioning the Scheme with the Reserve Bank of India. 6 So far as the observations made in paragraph 6(b) of the Affidavit of the Regional Director is concerned, the Petitioner/Transferee Company through their Counsel undertakes that the Reserves arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future. The said Undertaking is accepted. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled both the Company Scheme Petitions are made absolute in terms of prayer clauses (a) of the respective Petitions. 9. 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. 10. Petitioner Companies are directed to file a copy of this order alongwith a copy the Scheme of Amalgamation with the concerned Registrar of companies, electronically, along with E-form 21 in 5 addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 11.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. 500 of 2011 to 503 of 2011 to pay costs of Rs.10,000/- each to 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 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. C. DHARMADHIKARI, J.)