1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 210 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 151 OF 2011 Hadapsar Finvest and Mercantile Co. Private Limited …………..Petitioner/First Transferor Company AND COMPANY SCHEME PETITION NO 211 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 152 OF 2011 Saswad Investment Private Limited ………..Petitioner/Second Transferor Company AND COMPANY SCHEME PETITION NO 212 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 153 OF 2011 Yohan Poonawalla Financials Private Limited ………Petitioner/Third Transferor Company AND COMPANY SCHEME PETITION NO 213 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 154 OF 2011 Poonawalla Fashions Private Limited ……………Petitioner/Transferee Company In the matter of Companies Act, 1956; And In the matter of Scheme of Amalgamation of Hadapsar Finvest and Mercantile Co. Private Limited And Saswad Investment Private Limited And Yohan Poonawalla Financials Private Limited With 2 Poonawalla Fashions Private Limited and their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in all the Petitions. Mrs. R.N. Sutar, Asstt. Official Liquidator in Company Scheme Petition Nos. 210 of 2011 ; 211 OF 2011 and 212 OF 2011. Mr. C.J. Joy, i/b Mr. H. P. Chaturvedi for Regional Director in all the Petitions. CORAM: S. C. DHARMADHIKARI, J DATE: 21ST OCTOBER 2011 P.C.: 1. Heard 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 of Hadapsar Finvest and Mercantile Co. Private Limited and Saswad Investment Private Limited and Yohan Poonawalla Financials Private Limited with Poonawalla Fashions Private Limited 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. 3 4. The Regional Director has filed an affidavit stating therein that save and except as stated therein in paragraph 6, it appears the Scheme is not prejudicial to the interest of shareholders and public. In Paragraph 6 of the said Affidavit it is stated that :- “(a) The Transferor Companies are Non Banking Finance Companies. Hence the Transferor Companies 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 the order, with the RBI.” (b) “As per clause 20 of the scheme the name of the Transferee Company is proposed to be changed to “Yohan Poonawalla Financials Limited”. In this connection Transferee Company may be directed to comply with the provisions of section 21/23 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since the under the computerized MCA 21 System of allowing the names, it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai.” (c ) “Clause 21 of the Scheme deals with the change in main object clause of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be directed to comply with the provisions of section 40 read with Section 18 of the in respect of filing of 4 amended copy of Memorandum of Association alongwith Form 21 with the Registrar of Companies”. 5. As far as the observations made in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Petitioners through their Counsel state that the Second and Third Transferor Company are registered as NBFC’s with the Reserve Bank of India and that the Second and Third Transferor Company undertakes to file with the Reserve Bank of India, a copy of the scheme along with the copy of this Court’s order within 30 days from the date the order. The said undertaking is accepted. 6. The learned Counsel further states that in so far as the First Transferor Company is concerned, it is not carrying on any business activity of Non Banking Finance Corporation and therefore there is no need to file a copy of the Scheme along with the order sanctioning the Scheme with the Reserve Bank of India. 7. So far as the observations made in paragraph 6(b) of the Affidavit of the Regional Director is concerned, the Transferee Company undertakes to comply with the provisions of Section 21/23 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and further confirms that the proposed new 5 name will be allowed subject to availability of the same. The said undertaking is accepted. 8. In so far as observations made in paragraph 6© of the Affidavit of Regional Director is concerned, the Petitioner /Transferee Company through their counsel undertakes to comply with the provisions of section 40 read with Section 18 of the Act in respect of filing of amended copy of Memorandum of Association alongwith Form 21 with the Registrar of Companies”. The said undertaking is accepted. 9. 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. 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, the Company Scheme Petition No 210 of 2011, 211 of 2011, 212 of 2011 and 213 of 2011 are made absolute in terms of prayer Clause (a) of the respective Petitions. 6 12. 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. 13. Petitioner Companies are directed to file a copy of this order alongwith a copy the Scheme of Amalgamation with the concerned Registrar of companies, electronically, along with E-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 14. The Petitioner Companies in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director. Petitioners in Company Scheme Petition Nos. 210 of 2011, 211 of 2011 & 212 of 2011 to pay sum of Rs 10,000/- each to the to the Official Liquidator. Costs to be paid within four weeks from today. 15. Filing and issuance of the drawn up order is dispensed with. 16. 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)