1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 299 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 171 OF 2010. ORIX AUTO INFRASTRUCTURE SERVICES LIMITED. …………Petitioner / Demerged Company. AND COMPANY SCHEME PETITION NO.298 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 172 OF 2010. OAIS AUTO FINANCIAL SERVICES LIMITED. …………Petitioner / Resulting Company. In the matter of the Companies Act 1 of 1956; AND In the matter of Section 391 to 394 read with Section 78 and 100 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between ORIX AUTO INFRASTRUCTURE SERVICES LIMITED and OAIS AUTO FINANCIAL SERVICES LIMITED and Their Respective Shareholders & Creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Mr. C. J. Joy and P. Khosla i/b Mr. S.K. Mohapatra for Regional Director in both Petitions. CORAM: S. J. Vazifdar, J. DATE: 9th July, 2010. PC: 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 the Scheme of Arrangement between ORIX AUTO INFRASTRUCTURE SERVICES LIMITED, Demerged Company and OAIS AUTO FINANCIAL SERVICES LIMITED, the Transferee Company. 2 3. Counsel appearing on behalf of the Petitioners has 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 under the Companies Act, 1956 and the Rules made there under. The Undertaking is accepted. 4. The Regional Director has filed an Affidavit inter alia, stating therein that save and expect as stated in paragraph no. 6 (a) to (d), the Scheme is not prejudicial to the interest of shareholders and public. The paragraph 6 (a) to (d) of the said Affidavit read as under :-. (a) In clause no 10(a) of the scheme, it has proposed to increase of authorized capital of the Resulting Company to Rs.15 crores which is also not sufficient to issue of further shares to be shareholders of Demerged company in consideration of Demerged Undertaking. Hence the Resulting Company may be directed to increase its authorized share capital suitably and also comply with the requirement of section 94/97 read with Schedule X of the Companies Act in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. (b) As regards clause no. 11(a) (vi) of part V of the scheme, it is suggested that, necessary approval if any, required may be obtained from RBI by the Demerged Company. (c) The Financial Service Business of Demerged Company are demerging and transferred and vesting with Resulting Company. As it is NBFC Business, the Resulting Company shall have to obtaine the registration/approval from the Reserve Bank of India for carrying on such NBFC business activity. (d) The Demerged Company and Resulting Company may be directed to file a copy of scheme along with the copy of this Hon’ble Court’s order on this petition within 30 day’s from the date of the order, with the RBI. 3 5. So far as Paragraph 6 (a) of the Regional Director’s report is concerned the Transferee Company through their counsel undertakes to increase its authorized share capital suitably and also comply with the requirement of section 94/97 read with Schedule X of the Companies Act in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. So far as paragraph 6 (b) of the Regional Director’s report is concerned the Transferor Company undertakes to apply for deregistration with Reserve Bank of India and undertake to obtain any further approval as may be directed by the Reserve Bank of India. So far as paragraph 6 (c) of the Regional Director’s report is concerned the Transferee Company undertakes to obtain the registration / approval from the Reserve Bank of India for carrying on NBFC Business activity. So far as paragraph 6 (d) of the Regional Director’s report is concerned the Demerged Company and Transferee Company undertakes to file a copy of scheme along with the copy of this order within 30 day’s from the date of the order, with the Reserve Bank of India. 6. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 7. There is no objection to the Scheme save and except as stated in paragraph 4 hereinabove, since all the requisite statutory compliances have been fulfilled. 8. 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. 9. Since all the requisite statutory compliances have been fulfilled, the Company Petitions are made absolute in terms of prayer clauses (a) to (d) 10. The Petitioner Company 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. 4 11. The Petitioners in both the Company Petitions to pay cost of Rs.10,000/- each to the Regional Director. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.)