IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 225 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 169 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of application under Section 391 to Section 394 of the Companies Act, 1956 AND In the matter of Sanman Holdings Private Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION OF SE ENERGY PARK LIMITED AND SANMAN HOLDINGS PRIVATE LIMITED … Transferor Companies WITH TANTI HOLDINGS PRIVATE LIMITED, … Transferee Company Sanman Holdings Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at A-901, Ssilver Woods, Mundhwa, Pune, Maharashtra–411036 …Petitioner / Second Transferor Company Mr. H.N. Thakore a/w Mr. NaserAli Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for Petitioner Mr. C.J. Joy and Ms. Jyotsna Pandhi i/b Mr. H.P. Chaturvedi for Regional Director. Dr. T. Pandian, Official Liquidator present. CORAM: S. C. Dharmadhikari, J. DATE: 20th August, 2011 PC: 1. Heard Counsel for Petitioner. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation between SE ENERGY PARK LIMITED, the First Transferor Company and SANMAN HOLDINGS PRIVATE LIMITED, the Petitioner / Second Transferor Company with TANTI HOLDINGS PRIVATE LIMITED, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Company has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Company undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956, and the Rules made thereunder. The Undertaking is accepted. 4. The Regional Director has filed an Affidavit, inter alia, stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and 6(b) of the said Affidavit, it is stated that: “(a) The Registered office of the First Transferor Company and Transferee Company are situated in the State of Gujarat. Hence the present scheme of amalgamation between the Transferor 2 Companies and Transferee Company will be subject to condition of similar approval from Hon’ble High Court of Gujarat in respect of First Transferor Company and Transferee Company. (b) The Petitioner/ Second Transferor Company is a Nonbanking Finance Company. Hence, the Petitioner/ Second Transferor 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 date of the order, with the RBI.” 5. The Counsel for Petitioner Company has tendered an Affidavit dated 18th August 2011 in reply to the queries raised by the Regional Director in his Affidavit. The said Affidavit is taken on record. 6. As far as the objection raised by the Regional Director in paragraph 6(a) of the said Affidavit is concerned, the Petitioner Company in paragraph 6 of its Affidavit states that by an Order passed on 10th May 2011 in Company Petition No.38 of 2011 and 39 of 2011 filed by the First Transferor Company and the Transferee Company before the High Court at Gujarat, the present Scheme of Amalgamation has been sanctioned by the said Court. 7. So far as the objection raised in paragraph 6(b) of the said Affidavit is concerned, it is stated by the Petitioner Company in paragraph 7 of its Affidavit that Petitioner Company is not a Non Banking Finance Company and that the Petitioner Company has already been granted exemption from registration as a Non Banking Financial Company (NBFC) by the Reserve Bank of India vide its letter dated 9th December 2005 which is annexed as Exhibit-‘C’ to the said affidavit. 3 8. In view of aforesaid, the Petitioner Company need not file a copy of the scheme along with the copy of this order with the Reserve Bank of India. 9. The Official Liquidator has filed a report stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 10. 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. 11. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 225 of 2011 is made absolute in terms of prayer clauses (a) to (j) of the said Petition. 12. The Petitioner Company to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and also to the Official Liquidator, High Court, Bombay, towards their cost. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. All authorities concerned to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J.) 4