1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO 1063 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1180 OF 2009 Nab Trading and Investments Private Limited ...Petitioner /First Transferor Company AND COMPANY PETITION NO 1064 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1181 OF 2009 Ithaca Holdings Private Limited ....Petitioner/Second Transferor Company AND COMPANY PETITION NO 1065 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 1182 OF 2009 A.T.E. Private Limited ....Petitioner/Transferee Company In the matter of Section 391 & 394 of the Companies act, 1956 ; And In the matter of Scheme of Amalgamation between Nab Trading and Investments Private Limited and Ithaca Holdings Private Limited and A.T.E. Private Limited and their respective members 2 Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Mr. P. Rama Rao, Official Liquidator in Company Petition No. 1063 of 2009 and Company Petition No. 1064 of 2009. Mr. C.J Joy with Mr. Zuber Dada i/b Mr. S. K. Mohapatra for Regional Director in all the Petitions. CORAM: S.J. KATHAWALLA J DATE: 7TH MAY 2010 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 a Scheme of Amalgamation between Nab Trading and Investments Private Limited and Ithaca Holdings Private Limited and A.T.E. Private Limited and their Respective Members. 3. Counsel appearing on behalf of the Petitioner Companies 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. Undertaking is accepted. 4. The Regional Director has filed an Affidavit and has stated in paragraph 6 thereof :- “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 3 with the copy of this Hon’ble Court’s order within 30 days from the date of the order with RBI”. 5. The Petitioner/Transferee Company through their counsel undertakes that copy of this order and Scheme will be filed with Reserve Bank Of India within 30 days. The said undertaking is accepted. Save and except as stated in paragraph 6, the Scheme does not appear to be prejudicial to the interest of the shareholders and public. 6. The Official Liquidator has filed a report in Company Petition Nos. 1063 of 2009 & 1064 of 2009 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. 8. Since all the requisite statutory compliances have been fulfilled, Company Petition No. 1063 of 2009; Company Petition No 1064 of 2009; Company Petition No 1065 of 2009 and Company Petition No 1065 of 2009 are made absolute in terms of prayer clause (a). 9. The Petitioner Companies 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 4 of adjudication of stamp duty payable, if any, on the same within 60 days from the date of order. 10. The Petitioners in all the Company Petitions to pay costs of Rs.7500/- each to the Regional Director. The Petitioner in Company Petition Nos. 1063 0f 2009 & 1064 of 2009 to pay sum of Rs. 7500/- each to the Official Liquidator. 11. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. 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.J. KATHAWALLA J)