IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.382 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.291 OF 2011 SUNDUNE OFFICE SYSTEMS PRIVATE LIMITED .....Petitioner/ First Transferor Company. AND COMPANY SCHEME PETITION NO.383 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.292 OF 2011 VISHWAS FINVEST PRIVATE LIMITED ……Petitioner / Second Transferor Company AND COMPANY SCHEME PETITION NO.384 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.293 OF 2011 KINJAL MERCANTILE PRIVATE LIMITED ……Petitioner / Third Transferor Company AND COMPANY SCHEME PETITION NO.385 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.294 OF 2011 AMISH INFRASTRUCTURE PRIVATE LIMITED ……Petitioner / Transferee Company In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of SUNDUNE OFFICE SYSTEMS PRIVATE LIMITED and VISHWAS FINVEST PRIVATE LIMITED and 1 KINJAL MERCANTILE PRIVATE LIMITED With AMISH INFRASTRUCTURE PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in all Petitions Dr. T. Pandian, Official Liquidator, present in CSP Nos. 382 of 2011, 383 of 2011 and 384 of 2011. Ms. Jyotsna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. CORAM: S. C. Dharmadhikari, J. DATE : 30th September, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation of SUNDUNE OFFICE SYSTEMS PRIVATE LIMITED and VISHWAS FINVEST PRIVATE LIMITED and KINJAL MERCANTILE PRIVATE LIMITED with AMISH INFRASTRUCTURE PRIVATE LIMITED under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required 2 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 CSP Nos. 382 of 2011, 383 of 2011 and 384 of 2011 stating 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 paragraphs 6 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:- “That the Depondent further submits that, the Second Transferor Company is a Non Banking Finance Company. Hence the Second 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 day’s from the date of the order, with the RBI.” 6. So far as the objection in paragraph 6 of the Affidavit of Regional Director is concerned, the Second Transferor Company through its counsel undertakes to file a copy of the Scheme along with the copy of this order within 30 days from the date of the order with the Reserve Bank of India. The said undertaking is accepted 3 7. From the material placed 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 has come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 382 of 2011, 383 of 2011 and 384 of 2011filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) and the Company Scheme Petition No. 385 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 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. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry. 11. The Petitioners in all Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, 4 Mumbai and the Petitioners in the Company Scheme Petition Nos. 382 of 2011, 383 of 2011 and 384 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.) 5