IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.506 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.588 OF 2009 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 Jatayu Investments Limited (‘the Transferor Company’) with ELF Trading and Chemicals Manufacturing Limited (‘the Transferee Company’) and Their Respective Shareholders. JATAYU INVESTMENTS LIMITED …………Petitioner Company. Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. D. A. Dube and Ms. Lata Patne i/b Mr. S.K. Mohapatra for Regional Director. Mr. P. Ramarao, Official Liquidator present. CORAM: S. J. Kathawalla, J. DATE: 16th October, 2009 PC: Heard learned counsel for the parties. 1. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Jatayu Investments Limited (‘the Transferor Company’) with ELF Trading and Chemicals Manufacturing Limited (‘the Transferee Company’) and their Respective Shareholders. 2. Counsel appearing on behalf of the Petitioners Company stated that all the Transferor Company is wholly owned subsidiaries of the Transferee Company. He has further submitted that in view of the Judgment in the case of Mahaamba Investment Limited v/s IDI Limited (2001) 105 Company Cases page 16 to 18 filing of Application and Petition of the Transferee Company has been dispensed with by order dated 8th may, 2009 by the learned single Judge. 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 2 Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. 4. The Regional Director has filed Affidavit stating therein that save and except as stated in para 6 of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public 5. The Paragraph 6 of the said Affidavit reads thus: “That The Transferor Company is a Non Banking Finance Company, hence the Transferor Company may be directed to file a copy of the Scheme alongwith the copy of this Hon’ble Court’s order on this petition within 30 day’s from the date of the order, with the Reserve Bank Of India” 6. In reply to the aforesaid objection raised by the Regional Director, the Petitioner Company through their counsel undertakes to file a copy of the scheme and the court order sanctioning the scheme with Reserve Bank Of India within 30 days from the date of the order. 3 7. Upon perusal of the entire material placed on records, 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 has appeared to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders and public. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 506 of 2009 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (j) of the Petition. 9. 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 10. The Petitioner to pay cost of Rs.7,500/- each to the Regional Director and Official Liquidator. Costs to be paid within four weeks from today. 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 the Company Registrar, High Court, Bombay. (S. J. Kathawalla , J.) 5