IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.231 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.228 OF 2010 Optimum Holding Private Limited..... Petitioner/Transferor Company COMPANY SCHEME PETITION NO.232 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.229 OF 2010 Optimum Securities Private Limited.......Petitioner/Transferee Company In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of the Scheme of Amalgamation of Optimum Holding Private Limited with Optimum Securities Private Limited. Mr. Hemant. Sethi i/b Hemant Sethi & Co, Advocates for Petitioner. Dr T. Pandian, Deputy Official Liquidator in Company Scheme Petition No. 231 of 2010. Mr.Anurag Gokhale i/b Mr.S.K.Mohapatra for Regional Director in both the Petitions. CORAM : S. J. VAZIFDAR,J DATE : 16th JULY, 2010 PC: 1. Heard learned counsel for parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Optimum Holding Private Limited, the Transferor Company with Optimum Securities Private Limited, the Transferee Company. 3. 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. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6 of the said affidavit, the scheme does not appear to be prejudicial to the interest of shareholders and public. 5. In paragraph 6 of the said affidavit the Regional Director has stated that the Transferee Company is an Non Banking Finance Company. Hence the Transferee Company may be directed to file a copy of the Scheme alongwith copy of this Hon’ble Court’s order within 30 days from the date of order with RBI. The Petitioner through their counsel undertakes that the Transferee 3 Company shall file a copy of the Scheme alongwith copy of this Hon’ble Court order within 30 days from the date of order with Reserve Bank of India. The said undertaking is accepted. 6. The Official Liquidator has filed a report in Company Scheme Petition No.231 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. 7. 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. 8. There is no objection to the Scheme of Amalgamation save and except as stated above and since all the requisite statutory compliances have been fulfilled the Scheme of Amalgamation deserved to be sanctioned. Hence, Company Scheme Petition No.231 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No.232 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 4 9. 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. 10. 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.231 of 2010 to pay a sum of Rs 10,000/- to the Official Liquidator, High Court, Bombay. 11. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order along with scheme duly authenticated by Company Registrar, High Court, (O.S) Bombay. (S.J.VAZIFDAR,J)