1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO 743 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 839 OF 2009 Sibyl Finvest Private Limited….Petitioner AND COMPANY PETITION NO 744 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 840 OF 2009 Veekam Finvest Private Limited….Petitioner AND COMPANY PETITION NO. 745 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 841 OF 2009 Spatial Investments & Finance Limited….Petitioner AND COMPANY PETITION NO. 746 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 842 OF 2009 Ridge Business Centre Private Limited….Petitioner 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 Amalgamation between Sibyl Finvest Private Limited and Veekam Finvest Private Limited and Spatial Investments & Finance Limited(transferor Companies) and Ridge Business Centre Private 2 Limited(Transferee Company) and their Respective Members Mr. Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioner Mr. C.J Joy with Mrs Nita Masurkar, i/b Shri S.K. Mohapatra for the Regional Director in all the Petitions. Mr. P. Rama Rao, Official Liquidator in Company Petition No. 743 of 2009; Company Petition No. 744 of 2009 & Company Petition No 745 of 2009. CORAM : S.J. KATHAWALLA J DATE: 26TH MARCH 2010 P.C 1. Heard the learned counsel for parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation between Sibyl Finvest Private Limited and Veekam Finvest Private Limited and Spatial Investments & Finance Limited, (Transferor Companies) and Ridge Business Centre Private Limited, (Transferee Company) and their Respective Members (“Scheme”) presented under Sections 391 to 394 and other relevant provisions of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertakes 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 his affidavit in reply and has stated in paragraph 6 thereof that all the Transferor Companies and Transferee 3 Company are Non Banking Finance Companies, hence the Transferor Companies and Transferee Company may be directed to file a copy of the scheme along with the copy of this order within 30 days from the date of the order with RBI. The Petitioners through their counsel undertakes that copy of this order and Scheme will be filed with Reserve Bank Of India within 30 days. The said undertaking is accepted. 6. Save as aforesaid, the Scheme does not appear to be prejudicial to the interest of shareholders and public. 7. The Official Liquidator has filed report stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the said Companies may be ordered to be wound up. 8. Upon perusal of the entire 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 any public policy. 9. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No 743 of 2009; Company Petition No 744 of 2009 and Company Petition No. 745 of 2009 & Company Petition No. 746 of 2009 are made absolute in terms of prayer clause (a). 10. The Petitioners to lodge 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 adjudication of stamp duty, payable, if any, on the same within 60 days from the date of order. 4 11. The Petitioners in all the petitions to pay cost of Rs. 7500/- each to the Regional Director. Petitioners in Company Petition No 743 of 2009; Company Petition No 744 of 2009 and Company Petition No. 745 of 2009 to pay cost of Rs 7500/- each to the Official Liquidator. 12. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 13. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order, the Scheme and form of minutes duly authenticated by Company Registrar, High Court, (O.S), Bombay. ( S.J. KATHAWALLA J)