1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.222 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO.844 of 2010 In the matter of Sections 391 read with Section 394 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement among: 1. GANESH STOCK INVEST PVT. LTD. AND 2. B.R. JALAN SECURITIES PVT. LTD. AND 3. GANESH COMMODITIES PVT. LTD. WITH 4. GROVY EXPORTS AND MARKETING LTD. And THEIR CREDITOR & SHAREHOLDERS B.R. JALAN SECURITIES PRIVATE LIMITED ………... PETITIONER Mr.Kedar Wagle, Advocate for the Petitioner Mr. C.J.Joy i/b Mr.H.P.Chaturvedi for Regional Director Mrs. R.N. Sutar, Asstt. Official Liquidator present. Coram: S. C. Dharmadhikari, J Date : 21st October 2011 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court has been sought under Sections 391 and 394 of the Companies Act, 1956 to a Scheme of Arrangement of 2 Ganesh Stock-Invest Private Limited, the First Amalgamating Company, B.R. Jalan Securities Private Limited, the Petitioner / Second Amalgamating Company, Ganesh Commodities Private Limited, the Third Amalgamating Company with Grovy Exports and Marketing Limited, the Transferee Company whereby it is proposed to amalgamate and merge the First Amalgamating Company, the Petitioner / Second Amalgamating Company, the Third Amalgamating Company with the Amalgamated Company. 3. Counsel appearing on behalf of the Petitioner states that the Petitioner has complied with all statutory requirements as per directions of this Court and Petitioner has filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company undertakes to comply with statutory requirements, if any, as required under the Companies Act, 1956 and Rules made thereunder. The Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating that save and except as stated in paragraph 6, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the Affidavit it is stated that:- “That the Deponent further submits that the Registered Office of the First and Third Transferor Companies and the Transferee Company are situated in the State of National Capital Territory Delhi. Hence the present Scheme of Amalgamation between the Transferor Companies and the Transferee Company will be subject to condition of similar approval from Hon’ble High Court of Delhi in respect of First & Third Transferor Companies and the Transferee Company” 5. The Counsel for the Petitioner submits that the First and Third Transferor Companies and the Transferee Company have filed their 3 respective Petitions for obtaining sanction of the proposed scheme of arrangement before the Hon’ble High Court of Delhi and the said Petitions are pending before the Court. 6. The Official Liquidator has filed his Report stating 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. 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 proposed Scheme of Amalgamation. 8. Since the requisite statutory procedure has been fulfilled; the Company Scheme Petition No.222 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d). The Scheme is sanctioned subject to the Order to be passed by the Delhi High Court in the Petitions filed by the First and Third Transferor Companies and the Transferee Company. 9. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. The Petitioner Companies to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps, for adjudication of stamp duty payable, if any, on the same within 60 days from the date of this Order. 4 11. Petitioner to file a copy of this Order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically. alongwith E-Form 21, in addition to the physical copy, within 30 days from the date of issuance of the Order by the Registry. 12. Filing and issuance of the drawn up order is dispensed with 13. All authorities concerned to act on a copy of this order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J)