IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.552 OF 2008 CONNECTED WITH COMMPANY APPLICATION NO.638 OF 2008 EPIC PROPERTIES PRIVATE LIMITED. ….. PETITIONER/ 1ST TRANSFEROR COMPANY AND COMPANY PETITION NO.553 OF 2008 CONNECTED WITH COMMPANY APPLICATION NO.639 OF 2008 SIDDHI VINAYAK JEWELLERS PRIVATE LIMITED …. PETITIONER/ 2ND TRANSFEROR COMPANY AND COMPANY PETITION NO.554 OF 2008 CONNECTED WITH COMMPANY APPLICATION NO.640 OF 2008 SENSEI INVESTMENT & TRADING COMPANY PRIVATE LIMITED …. PETITIONER/ TRANSFEREE COMPANY In the matter of sec 391 & 394 of the Companies Act, 1 of 1956 And In the matter of Scheme of Amalgamation of: 1. Epic Properties Private Limited And 1 2. Siddhi Vinayak Jewellers Private Limited………………… Transferor Companies WITH Sensei Investment & Trading Company Private Limited…… Transferee Company Shri B. B. Parekh alongwith Ms. Geeta Shah, Advocates for the Petitioners. Mr. C. J. Joy and Mr. P. Khosla i/b Shri S. K. Mohapatra for the Regional Director in all Petitions. Mr. S. Ramakantha, Dy. Official Liquidator in C. P. No.552 of 2008 and C. P. No.553 of 2008. CORAM : A. M. Khanwilkar, J. DATE : 21 st November, 2008 P. C. 1. Heard learned Counsel for the parties. 2. The sanction of the Court is sought under section 391 and 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Epic Properties Private Limited, the 1st Transferor Company and Siddhi Vinayak Jewellers Private Limited, the 2nd Transferor Company with Sensei Investment & Trading Company Private Limited, the Transferee Company. 2 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all requirements as per directions of this Court and have filed necessary Affidavit 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 there under. 4. The Regional Director has filed his affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public. However in paragraphs 6 (a) to 6 (d) of the said affidavit, he has raised certain objections stating that the Petitioner Companies may be directed to give clarification regarding share exchange ratio and to furnish latest financial statement and that the Transferee Company may be directed to give intimation to the Reserve Bank of India as the Transferee Company appears to be Non – Banking Finance Company and that the Petitioner Companies may be directed to furnish an undertaking that they shall comply with the Accounting treatment as prescribed under Accounting Standard – 14 issued by the Institute of Chartered Accountants. The Transferee Company by Affidavit of its authorised representative Shri. Saurabh Shah dated 3 18 th November, 2008 filed in Company Petition No.554 of 2008 have clarified the objection raised by the Regional Director in paragraph 6(a) of his affidavit. The Transferee Company has also furnished the latest financial statement as per the objection raised in paragraph 6(b) of the said Affidavit. As regards the objection raised in paragraph 6(c) and 6(d), the Petitioner Companies undertake to comply with the said requisition. The said undertaking is accepted. 5. The Official Liquidator has filed report in Company Petition No.552 of 2008 and Company Petition No.553 of 2008 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 6. Upon perusal of the entire material placed on records, the Scheme appears to be fair and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of its shareholders and creditors and public and the 4 Official Liquidator has stated that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 7. There is no objection to the Scheme, save and except as stated in paragraph 4 herein, and since all the requisite statutory compliances have been fulfilled Company Petition No.552 of 2008 filed by the 1st Transferor Company and Company Petition No.553 of 2008 filed by 2nd Transferor Company are made absolute in terms of prayer clauses (a) to (i) of the respective Petition and Company Petition No.554 of 2008 filed by Transferee Company is made absolute in terms of prayer clauses (a) to (h). 8. The Petitioner to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 9. The Petitioner Companies to pay cost of Rs.7,500/- each to the Regional Director and Rs.7,500/- each to the Official Liquidator by 5 the Petitioner Companies in Companies Petition No.552 of 2008 and Company Petition No.553 of 2008. Costs to be paid within four weeks from today. 10.Filing and issuance of drawn up order is dispensed with. 11.All authorities concerned to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court Bombay. A. M. Khanwilkar, J. 6