1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 1025 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1255 OF 2009 NUTECH EXIM PRIVATE LIMITED …PETITIONER /TRANSFEROR COMPANY IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTION 391 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF NUTECH EXIM PRIVATE LIMITED AND IN THE MATTER OF SCHEME OF AMALGAMATION OF NUTECH EXIM PRIVATE LIMITED WITH HARLALKA INVESTMENTS PRIVATE LIMITED MR. NIMISH PANDYA, i /b PANDYA & CO,ADVOCATE FOR PETITIONER. MR.C.J.JOY I/B MR. S.K.MOHAPATRA & CO,FOR REGIONAL DIRECTOR CORAM: S. J. KATHAWALLA , J. DATE : 26TH MARCH, 2010 PC: 1. Heard Learned Counsel for the parties. 2 2. The sanction of the Court has been sought under Sections 391 and 394 of the Companies Act, 1956 to the Scheme of Amalgamation of NUTECH EXIM PRIVATE LIMITED with HARLALKA INVESTMENTS PRIVATE LIMITED 3. The Counsel appearing on behalf of the Petitioner Company states 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, the Petitioner Company undertakes 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. Counsel for the Petitioner states that the Petitioner /Transferor Company is a wholly owned subsidiary of HARLALKA INVESTMENTS PRIVATE LIMITED and that in view of the judgment in case of Mahaamba Investments Limited versus IDI Limited [ 2001( Vol.105) Company Cases 16 ] , the filing of a separate application and petition for the Transferee Company for obtaining sanction to the present scheme was dispensed with by this Court vide Order dated 4th December, 2009 passed in Company Application No. 1255 of 2009 . 3 5. The Regional Director has filed his affidavit stating that save and except as stated in paragraph No. 6, the Scheme is not prejudicial to the interest of shareholders and public. The paragraph No. 6 of the said affidavit reads as under : “The Transferee Company is a Non Banking Finance Company and hence the Transferee Company may be directed to file a copy of the Scheme along with a copy of this Hon’ble Court’s Order on this petition within 30 days from the date of Order, with the R.B.I.” 6. The Petitioner /Transferor Company on behalf of the Transferee Company is a Non Banking Finance Company undertakes to file a copy of the Scheme along with a copy of this Court’s Order on this petition within 30 days from the date of Order with the Reserve Bank of India. 7. The Official Liquidator has filed his report stating therein 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. 8. From the material placed on record, the scheme appears to be fair and reasonable and is not violative to any provisions of law 4 and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme as proposed. 9. Since all the requisite statutory compliances have been fulfilled, the Company Petition No.1025 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (g) of the Petition. 10. The Petitioner Company to lodge a copy of this Order and the scheme duly authenticated by the Company Registrar, High Court, 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 date of the Order. 11. The Petitioner company to pay costs of Rs.7500/- each to the Regional Director,Western Region ( Mumbai), and the Official Liquidator , High Court, Bombay , respectively . Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 5 13. All authorities concerned to act on a copy of this order alongwith Scheme of Amalgamation duly authenticated by the Company Registrar, High Court,Bombay. (S. J. KATHAWALLA J.)