IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 619 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 638 OF 2010 SUPER LEASING LIMITED …………….. Petitioner Company AND COMPANY SCHEME PETITION NO 620 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 639 OF 2010 FENTON INVESTMENTS PRIVATE LIMITED …………….. Petitioner Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Super Leasing Limited (‘the Demerged Company’ or ‘the Transferor Company ’) AND Sriyam Impex Private Limited (‘the Transferee Company’) AND Fenton Investments Private Limited ( ‘the Resulting Company’) AND Their Respective Shareholders and Creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Mr. P. Rama Rao Official Liquidator present in CSP No. 619 of 2010. Mr. C.J.Joy and Mr Abhijeet Desai i/b Mr. H.P. Chaturvedi for Regional Director in both Petitions. CORAM: S. J. VAZIFDAR, J DATE: 16th DECEMBER, 2010 1. Heard learned counsel for the parties. 2. The sanction of the Hon’ble High Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Arrangement between Super Leasing Limited, the Demerged Company or the Transferor Company, and Sriyam Impex Private Limited, the Transferee Company, and Fenton Investments Private Limited, the Resulting Company, and Their Respective Shareholders and Creditors. 2 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. Undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the said Affidavit, the Scheme does not appear to be prejudicial to the interest of shareholders and public. The paragraphs 6(a) and 6(b) of the said affidavit reads thus: 6. That the Deponent further submits that:- (a) the Registered Office of the Transferee Company is situated in the National Capital Territory of Delhi. Hence the Transferee Company has to file similar petition before the Hon’ble High Court of Delhi for approving the said scheme. (b) Clause No. 5.4 of the scheme states that the Resulting Company shall, if necessary and to the extent required, increase its authorized share capital to facilitate to issue of preference share under the scheme. In this connection the Resulting Company 3 may be directed to comply with 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 filing fee and stamp duty as applicable on the said forms. 5. In so far as observations made in paragraph 6(a) of the affidavit of the Regional Director are concerned, the Counsel appearing for the Petitioners on behalf of the Petitioner Companies states that the Transferee Company has filed similar petition before the Hon’ble High Court of Delhi for approving the said scheme and is pending before the Court for final hearing. Further, in so far as observations made in paragraph 6(b) of the affidavit of the Regional Director are concerned, the Counsel appearing for the Resulting Company on behalf of the Resulting Company undertakes to comply with the 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 filing fee and stamp duty as applicable on the said forms so as to increase its authorized share capital to facilitate to issue of preference shares under the scheme. The said undertakings are accepted. 6. The Regional Director in his affidavit at para 5(vii) has stated that the Transferor Company has contravened the provisions of section 295 of the Companies Act, 1956 during the years ended on March 4 31, 2009 and March 31, 2010. The Counsel appearing for the Transferor Company on behalf of the Transferor Company states the Transferor Company has already filed an application for compounding of the contravention under section 621A of the Companies Act, 1956. 7. The Official Liquidator has filed his report in Company Scheme Petition No. 619 of 2010 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 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. Since all the requisite statutory compliances have been fulfilled Company Scheme Petition No. 619 of 2010 is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 620 of 2010 is made absolute in terms of prayer clauses (a) to (c). The Scheme is sanctioned subject to the orders to be passed by the High Court of Delhi filed by Sriyam Impex Private Limited, the Transferee Company. 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 5 the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of order. 11.The Petitioner Companies to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner / Transferor Company in Company Scheme Petition No. 619 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. 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. VAZIFDAR, J.) 6