IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.123 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.118 OF 2009 In the matter of the Companies Act, 1956; -And- In the matter of Sections 391 to 394 of the Companies Act, 1956; -And- In the matter of the Scheme of Amalgamation of (1) Antariksh Commercials Private Limited, (2) Colonial Capital Private Limited, (3) Equity Link Trading (India) Private Limited, (4) Greenwich Capital Private Limited, (5) Imperial Mercantile Private Limited, (6) Jewel Communications Private Limited, (7) Lira Tradecom Private Limited, (8) Moonlight Cement Traders Private Limited, (9) Newton Capitals Private Limited, 1 (10) Perigee Trading Private Limited, (11) Reme Trading Private Limited, (12) Stallion Commercials Private Limited, (13) Vivid Mercantile Private Limited and (14) Warburg Capital Private Limited with (15) Entity Communications Private Limited. Antariksh Commercials Private Limited …Petitioner Company (First Transferor Company) AND COMPANY PETITION NO.124 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.119 OF 2009 Colonial Capital Private Limited …Petitioner Company (Second Transferor Company) AND COMPANY PETITION NO.125 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.120 OF 2009 Equity Link Trading (India) Private Limited …Petitioner Company (Third Transferor Company) AND COMPANY PETITION NO.126 OF 2009 CONNECTED WITH 2 COMPANY APPLICATION NO.121 OF 2009 Greenwich Capital Private Limited …Petitioner Company (Fourth Transferor Company) AND COMPANY PETITION NO.127 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.122 OF 2009 Imperial Mercantile Private Limited …Petitioner Company (Fifth Transferor Company) AND COMPANY PETITION NO.128 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.123 OF 2009 Jewel Communications Private Limited …Petitioner Company (Sixth Transferor Company) AND COMPANY PETITION NO.129 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.124 OF 2009 Lira Tradecom Private Limited …Petitioner Company (Seventh Transferor Company) AND 3 COMPANY PETITION NO.130 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.125 OF 2009 Moonlight Cement Traders Private Limited …Petitioner Company (Eighth Transferor Company) AND COMPANY PETITION NO.131 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.126 OF 2009 Newton Capitals Private Limited …Petitioner Company (Ninth Transferor Company) AND COMPANY PETITION NO.132 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.127 OF 2009 Perigee Trading Private Limited …Petitioner Company (Tenth Transferor Company) AND COMPANY PETITION NO.133 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.128 OF 2009 Reme Trading Private Limited …Petitioner Company (Eleventh Transferor Company) AND COMPANY PETITION NO.134 OF 2009 CONNECTED WITH 4 COMPANY APPLICATION NO.129 OF 2009 Stallion Commercials Private Limited …Petitioner Company (Twelfth Transferor Company) AND COMPANY PETITION NO.135 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.130 OF 2009 Vivid Mercantile Private Limited …Petitioner Company (Thirteenth Transferor Company) AND COMPANY PETITION NO.136 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.131 OF 2009 Warburg Capital Private Limited …Petitioner Company (Fourteenth Transferor Company) AND COMPANY PETITION NO.137 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.132 OF 2009 Entity Communications Private Limited …Petitioner Company (Transferee Company) Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Petitioners. Shri. S. Ramakant Dy. Official Liquidator, in CP. Nos. 123 of 2009, 124 of 2009, 125 of 2009, 126 of 2009, 127 of 2009, 128 of 2009, 129 of 2009, 130 of 2009, 131 of 2009, 132 of 2009, 133 of 2009, 134 of 2009, 135 of 2009 and 136 of 2009. 5 Shri D.A. Dubey i/b S.K. Mohapatra for Regional Director. CORAM: A. M. KHANWILKAR, J. DATE: 8th MAY, 2009 P.C. 1. Heard learned Counsel for 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 Antariksh Commercials Private Limited, Colonial Capital Private Limited, Equity Link Trading (India) Private Limited, Greenwich Capital Private Limited, Imperial Mercantile Private Limited, Jewel Communications Private Limited, Lira Tradecom Private Limited, Moonlight Cement Traders Private Limited, Newton Capitals Private Limited, Perigee Trading Private Limited, Reme Trading Private Limited, Stallion Commercials Private Limited, Vivid Mercantile Private Limited and Warburg Capital Private Limited (collectively, the “Transferor Companies”) with Entity Communications Private Limited (“Transferee Company”). 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all the requirements as 6 per directions of this Hon’ble Court and have filed necessary Affidavits of compliance in Court. Moreover, the Petitioner Companies through their Counsel also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and the public. 5. The Regional Director in his Affidavit dated 6th May 2009 has in paragraph 6 submitted that it appears that the Second Transferor Company, the Fourth Transferor Company, the Ninth Transferor Company and the Fourteenth Transferor Company are Non-Banking Finance Companies. The Petitioner Companies submit that the Second Transferor Company, the Fourth Transferor Company, the Ninth Transferor Company, and the Fourteenth Transferor Company are only holding investments in group companies and are not registered with Reserve Bank of India as Non-Banking Finance Companies. However, the Second Transferor Company, the Fourth Transferor Company, the Ninth Transferor Company and the Fourteenth Transferor Company undertake to file with the Reserve 7 Bank India a copy of the Scheme alongwith a copy of the Hon’ble High Court’s Order thereon if required to do so. 6. The Official Liquidator has filed his Report in Company Petition Nos.123 of 2009, 124 of 2009, 125 of 2009, 126 of 2009, 127 of 2009, 128 of 2009, 129 of 2009, 130 of 2009, 131 of 2009, 132 of 2009, 133 of 2009, 134 of 2009, 135 of 2009, 136 of 2009 and 137 of 2009 stating therein that the affairs of the Transferor Companies have not been conducted in a manner prejudicial to the interests of its members or to the public interest and that the Transferor Companies may be ordered to be dissolved without winding up. 7. Upon perusal of the entire material on record, in my opinion the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. No party concerned has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of the shareholders, creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Companies have been conducted in a proper manner. 8 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions filed by the Transferor Companies and the Transferee Company are made absolute in terms of prayer clauses (a) to (m) in Company Petition Nos.123 of 2009, (a) to (l) in Company Petition Nos.124 of 2009, (a) to (l) in Company Petition Nos.125 of 2009, (a) to (l) in Company Petition Nos.126 of 2009, (a) to (l) in Company Petition Nos.127 of 2009, (a) to (l) in Company Petition Nos.128 of 2009, (a) to (l) in Company Petition Nos.129 of 2009, (a) to (k) in Company Petition Nos.130 of 2009, (a) to (l) in Company Petition Nos.131 of 2009, (a) to (l) in Company Petition Nos.132 of 2009, (a) to (l) in Company Petition Nos.133 of 2009, (a) to (l) in Company Petition Nos.134 of 2009, (a) to (l) in Company Petition Nos.135 of 2009, (a) to (l) in Company Petition Nos.136 of 2009 and (a) to (m) in Company Petition Nos.137 of 2009. 9. The Transferee Company to lodge copy of this Order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same, within 30 days of obtaining the authenticated and/or certified copy of this Order. 9 10. The Petitioner Companies in all Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. Further, the Petitioner Company in each of the Company Petitions of the Transferor Companies to pay costs of Rs.7,500/- each to the Official Liquidator. Costs to be paid within 4 weeks from today. Petitioner Companies to comply with statutory compliances applicable, if any. 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 Scheme, duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J.) 1