IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.205 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.214 OF 2010 Payash Securities Private Limited..... Petitioner/Transferor Company COMPANY SCHEME PETITION NO.206 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.215 OF 2010 Jay-Vijay Resources Private Limited.......Petitioner/Transferee Company In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956. AND In the matter of the Scheme of Arrangement between Payash Securities Private Limited and Jai-Vijay Resources Private Limited and their Respective Shareholders. Mr.Hemant. Sethi i/b Hemant Sethi & Co, Advocates for Petitioner. Dr T. Pandian, Deputy Official Liquidator in Company Scheme Petition No. 205 of 2010 Mr.Vikramaditya Deshmukh i/b Mr.S.K.Mohapatra for Regional Director in both the Petitions. CORAM : S. J. VAZIFDAR,J DATE : 25th JUNE, 2010 PC: 2 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with Sections 100 to103 of the Companies Act, 1956 to the Scheme of Arrangement between Payash Securities Private Limited, the Transferor Company and Jay- Vijay Resources Private Limited, the Transferee Company. 3. The Scheme of Arrangement is presented for amalgamation of Payash Securities Private Limited with Jay- Vijay Resources Private Limited and reduction and reorgansation of share capital of Jay-Vijay Resources Private Limited pursuant to clause 15 of the Scheme of Arrangement and pursuant to the provisions of Section 391 to 394 read with Section 100 to 103 of the Companies Act, 1956. 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 Companies 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. 5. The Regional Director has filed affidavit stating therein that save and except as stated in paragraph 6 of the said 3 affidavit, the scheme does not appear to be prejudicial to the interest of shareholders and public. 6. In paragraph 6 of the said affidavit, the Regional Director has stated that as per clause no.18 of the Scheme the Transferee Company shall take necessary steps to increase the Authorised Share Capital to enable it to issue and allot shares as provided in Clause 11 of the Scheme. In this connection, the Transferee Company may be directed to comply provisions of Section 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary ROC fees and Stamp Duty as applicable on the said Forms. The Petitioner through their counsel undertakes that the Transferee Company shall comply with provisions of Sections 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary ROC fees and Stamp Duty as applicable on the said forms for increase in authorised share capital. The said undertaking is accepted. 7. The Official Liquidator has filed a report in Company Scheme Petition No.205 of 2010 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. 4 8. 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. 9. There is no objection to the Scheme of Arrangement, save and except as stated above and since all the requisite statutory compliances have been fulfilled the Scheme of Arrangement deserved to be sanctioned. Hence, Company Scheme Petition No.205 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No.206 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (g). 10. 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 of adjudication of stamp duty, payable, if any, on the same within 60 days of from the date of this Order. 11. The Petitioner in both the Company Scheme Petition to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioner in Company Scheme Petition No.205 of 2010 to pay a sum of Rs 10,000/- to the 5 Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Petitioner in Company Scheme Petition No. 205 of 2010 to publish notice of registration of order and minutes of reduction and reorganisation of share capital by Registrar of Companies once each in the two local newspapers viz.,“The Free Press Journal” in English and “Maharashtra Times” in Marathi both circulating in Mumbai and in the Maharashtra Government Gazette within 30 days of registration aforesaid. 13. Filing and issuance of the drawn up order is dispensed with. 14. All concerned authorities to act on a copy of this order along with scheme (in case of Company Scheme Petition No.205 & 206 of 2010) and form of minutes (annexed to Company Scheme Petition No.206 of 2010 being Exhibit “I”) duly authenticated by Company Registrar, High Court, (O.S) Bombay. (S.J.VAZIFDAR,J)