1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.595 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 468 OF 2010 Pave Investment & Leasing Private Limited…………………….. Petitioner/Transferor Company No.1 AND COMPANY SCHEME PETITION NO.596 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 469 OF 2010 Equal Investrade Private Limited…………..Petitioner/Transferor Company No.2 AND COMPANY SCHEME PETITION NO.597 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 470 OF 2010 Kenwood Stockfin Private Limited……… Petitioner/Transferor Company No.3 AND COMPANY SCHEME PETITION NO.598 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 471 OF 2010 Zilmil Investrade Private Limited…… Petitioner/Transferor Company No.4 AND COMPANY SCHEME PETITION NO.599 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 472 OF 2010 Infocus Investment 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 (1 Of 1956); 2 AND In the matter of Scheme of Amalgamation of Pave Investment & Leasing Private Limited (Transferor Company No.1) AND Equal Investrade Private Limited (Transferor Company No.2) AND Kenwood Stockfin Private Limited (Transferor Company No.3) AND Zilmil Investrade Private Limited (Transferor Company No.4) WITH Infocus Investment Private Limited (Transferee Company) Mr. Nayan Rawal, Advocate for Petitioner in all Petitions. Dr. T. Pandian, Official Liquidator Present in Company Scheme Petition Nos.595 of 2010 to 598 of 2010 Ms. Purnima Awasthi, i/b H. P. Chaturvedi, for Regional Director in all Petitions Coram: S. J. Vazifdar, J. Date: 15th. April, 2011 P. C.: 1. Heard the Counsel for Petitioner Company. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Pave Investment & Leasing Private Limited, the Transferor Company No.1, Equal Investrade Private Limited, the Transferor Company No.2, Kenwood Stockfin Private Limited, the Transferor Company No.3, Zilmil Investrade Private Limited, the Transferor Company No.4 with Infocus Investment Private Limited, the Transferee Company. 3 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 in the Court. Moreover, the Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6 of the said affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6, it is stated that: “6. That the Deponent further submits that the Petitioner Companies are Non Banking Finance Companies. Hence the Petitioner 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 Reserve Bank of India.” 5. In reply to the aforesaid objection of the Regional Director, the Counsel for Petitioner Company submits that the Petitioner Companies are not Non Banking Finance Companies nor were they Non Banking Finance Companies in the past. The Petitioner Companies undertake that they shall not to carry out any activity relating to Non Banking Finance Companies in future. This undertaking is accepted. 4 6. The Official Liquidator has filed his report in Company Scheme Petition No.595 of 2010 to No.598 of 2010 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. 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, all the Petitions are made absolute in terms of prayer Clauses (a) to (g) 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 the order. 10. The Petitioners in all the Petitions to pay costs Rs.10,000/- each to Regional Director and the Petitioner Companies in Company Scheme Petition Nos.595 of 2010 to 598 of 2010 to pay a costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 5 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this Order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.)