IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.292 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.396 OF 2009 Nirmit Finvest & Property Private Limited........Petitioner/Tranferor Company In the matter of the Companies Act I of 1956 AND In the matter of Section 391 to 394 of the Companies Act, 1956 AND In the matter of the Scheme of Amalgamation of Nirmit Finvest & Property Private Limited with Enam Shares & Securities Private Limited Hemant Sethi i/b Hemant Sethi & Co. Advocates for Petitioner Mr P. Rama Rao, Official Liquidator Mr. C. J. Joy and Mr. Y. R. Mishra i/b S.K Mohapatra for Regional Director. CORAM: A. M. KHANWILKAR, J DATE: 3rd JULY, 2009 PC: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Nirmit Finvest & Property Private Limited, the Transferor Company with Enam Shares & Securities Private Limited, the Transferee Company. 3. The Transferor Company is 100% Subsidiary of the Enam Shares & Securities Private Limited, the Transferee Company. In the circumstances in view of the judgement in the case of Mahaamba Investments Limited v. IDI Limited 2001 (Vol. 105) Company Cases,16,the filing of separate Application and Petition by the Transferee Company for sanction of the said scheme was dispensed with vide order dated 3rd April, 2009 in Company Application No.396 of 2009 filed by the Petitioner/Transferor Company. 4. Counsel appearing on behalf of the Petitioner have 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, Petitioner Company also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 5. The Regional Director has filed affidavit stating therein that the scheme is not prejudicial to the interest of creditors and shareholders and public. However in paragraph 6 of the said affidavit, the Regional Director has stated that the Scheme does not provide for the specific clause for protection of employees in the service of the Transferor Company. The Counsel appearing for the Petitioner points out that Clause 7.6 of the Scheme mentions that there are no employees of the Transferor Company. 2 6. The Official Liquidator has filed report stating that all the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. Upon perusal of the entire material on record, in my opinion the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interest of shareholders and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 8. There is no objection to the Scheme, save and except as stated in paragraph 5 herein, and since all the requisite statutory compliances have been fulfilled Company Petition filed by the Transferor Company are made absolute in terms of prayer clause (a) to (c) in Company Petition No.292 of 2009 filed by the Transferor Company. 9. The Transferee Company to lodge copy of this order and the Scheme 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 30 days from the date of this order. 3 10. The Petitioner to pay cost of Rs.7,500/- each to the Regional Director and also to the Official Liquidator, High Court Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. KHANWILKAR, J) 4