IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 313 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 286 OF 2010 PANTHEON INVESTCON PRIVATE LIMITED …………Petitioner / Transferor Company. WITH COMPANY SCHEME PETITION NO. 314 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 287 OF 2010 TRIO MANAGEMENT PRIVATE LIMITED ………..Petitioner / Transferee Company. In the matter of the Companies Act 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 of PANTHEON INVESTCON PRIVATE LIMITED with TRIO MANAGEMENT PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Mr. Ashish Agarwal i/b Mr. S.K. Mohapatra for Regional Director in both Petitions. 1 Mr.P.Ramarao, Official Liquidator, present CORAM: S. J. Kathawalla, J. DATE: 9th September, 2010. PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of PANTHEON INVESTCON PRIVATE LIMITED with TRIO MANAGEMENT PRIVATE LIMITED. 3. Counsel appearing on behalf of the Petitioners states that they have complied with all 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 there under. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in para 6 of the Affidavit the Scheme dose not appear to be prejudicial to the interest of shareholders and public. Paragraph 6 of the Affidavit is read as thus:- “ 6. That the Deponent respectfully submits that, as per Para 7 of the scheme,the Transferee Company has proposed to issue and allot 5% redeemable, non-cumulative preference shares of value of Rs. 10/- each in consideration to the shareholders of the Transferor Company. But the terms and condition of allotment of such shares dose not provide for the period by which it will be redeemed. Now the Transferor Company vide its 2 latter dated 13/08/2010 has explained that proposed preference shares to be issued on amalgamation are redeemable at any time at the option of the company, but not later than 9 years.A copy of the said letter dated 13/08/2010 are annexed hereto and marked as Exhibit’D’. The same may be forming part of the order of this Hon’ble High Court, if the scheme is approved.” 5. So far as paragraph 6 of the Regional Director is concerned, counsel appearing on behalf of the Transferor Company states that the preference shares to be issued on amalgamation shall be redeemable at any time at the option of the company, but not later than 9 years. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 313 of 2010 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (j) and Company Scheme Petition No. 314 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 8. The Petitioner Company 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 from the date of the order. 9. The Petitioner Companies in both Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, 3 Mumbai and the Petitioner Company in the Company Scheme Petition No. 314 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. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 4