1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETIITON NO 628 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 601 OF 2010 Ahura Aashna Trading & Investments Private Limited …….Petitioner AND COMPANY SCHEME PETIITON NO 629 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 602 OF 2010 Shishilin Investment Private Limited …….Petitioner AND COMPANY SCHEME PETIITON NO 630 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 603 OF 2010 Trenton Investments Company Private Limited …….Petitioner Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in all Petitions. Dr. T. Pandian, Official Liquidator, present in Company Scheme Petition No. 628 and 629 of 2010. Mr. N.D. Sharma i/b Mr. H.P. Chaturvedi for Regional Director in all the Petitions. CORAM: S..C. DHARMADHIKARI, J DATE: 25TH FEBRUARY 2011 1. Heard learned counsel for the parties. 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; In the matter of Scheme of Amalgamation Of Ahura Aashna Trading & Investments Private Limited And Shishilin Investment Private Limited With Trenton Investments Company Private Limited and their Respective Shareholders 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Ahura Aashna Trading & Investments Private Limited and Shishilin Investment Private Limited (Transferor Companies) with Trenton Investments Company Private Limited(Transferee Company) and their Respective Shareholders. 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. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6 of the said affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, the Regional Director has stated that: “That the deponent further submits that the Transferee Company is a non Banking Finance Company. Hence the Transferee Company may be directed to file a copy of the Scheme along with the copy of this Hon’ble Court’s order within 30 days from the data of the order with the Reserve Bank of India.” 5. The Petitioner/Transferee Company through its counsel undertakes that the Transferee Company shall within 30 days file copy of the Scheme along with this order with the Reserve Bank of India. The said Undertaking is accepted. 6. The Official Liquidator has filed his report stating therein 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. 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. 3 8. Since all the requisite statutory compliances have been fulfilled Company Scheme Petition No 628 of 2010 to 630 of 2010 are made absolute in terms of prayer clause (a) of the respective Petition. 9. The Petitioners 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 Petitions to pay costs of Rs.10,000/- each to the Regional Director and Petitioner in Company Scheme Petition Nos. 628 and 629 of 2010 to pay costs of Rs. 10,000/- each to the 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 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)