1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 91 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1321 OF 2009 Walchand Talentfirst Limited ....Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO. 92 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1322 OF 2009 Walchand Peoplefirst 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; AND In the matter of Scheme of Amalgamation of Walchand Talentfirst Limited with Walchand Peoplefirst Limited and their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Mr. P. Rama Rao, Official Liquidator in Company Scheme Petition No 91 of 2010. Mr. M.S. Bharadwaj i/b Mr. S. K. Mohapatra for Regional Director in both the petitions CORAM: S.J. KATHAWALLA J DATE: 9TH APRIL 2010 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 a Scheme of Amalgamation of Walchand Talentfirst Limited with Walchand Peoplefirst Limited and their Respective Shareholders. 2 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. Undertaking is accepted. 4. The Regional Director has filed an affidavit and has stated in paragraph 6 thereof that the Transferee Company is an Non Banking Finance Company, hence the Transferee Company may be directed to file a copy of the scheme along with the copy of this order within 30 days from the date of the order with RBI. 5. The counsel appearing on behalf of the Transferee Company invites my attention to paragraph seven of the Petition wherein it is stated that the percentage of financial assets to total assets as well as the percentage of financial income to gross income of the Transferee Company was less than 50%, the Transferee Company had deregistered itself as a Non-Banking Finance Company. The approval dated 27th October 2006 was received from the Reserve Bank of India for deregistration of the Transferee Company as a Non-banking Finance Company. The said approval is annexed as Exhibit –B to the Petition. In view of the fact that the Transferee Company has been deregistered itself as a Non-Banking Finance Company, no intimation is required to be made to the Reserve Bank of India. Save as aforesaid the Scheme does not appear to be prejudicial to the interest of the shareholders and public. 3 6. The Official Liquidator has filed a report in Company Scheme Petition No. 91 of 2010 stating therein that the affairs of the Transferor Company has 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 Scheme. 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 91 of 2010 and the Company Petition No. 92 of 2010 are made absolute in terms of prayer clause (a) . 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. The Petitioners in both the Company Scheme Petitions to pay costs of Rs.7500/- each to the Regional Director. The Petitioner in Company Scheme Petition No. 91 of 2010 to pay sum of Rs. 7500/- to the Official Liquidator. 11. 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.J. KATHAWALLA J)