1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 414 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 412 OF 2010 In the matter of the Companies Act, 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 (1) Aakrosh Investments and Leasing Private Limited, (2) Akshya Textiles Trading and Agencies Private Limited, (3) Amur Trading Private Limited, (4) Anuchit Traders Private Limited, (5) Bindi Chemicals Agencies and Trading Private Limited, (6) Capable Commercials Private Limited, (7) Chikki Fertilizers Trading and Agencies Private Limited, (8) Dainty Investments and Leasings Private Limited, (9) Jogiya Traders Private Limited, (10) Kudrat Investment and Leasing (India) Private Limited, (11) Navketan Commercials Private Limited, (12) Ornate Traders Private Limited, (13) Pratiksha Finance & Leasing Company Private Limited, (14) Pururava Traders Private Limited, (15) Radharaman Textiles Trading Private Limited, (16) Rashi Trading Company Private Limited, (17) Rhino Bags Private Limited, (18) Rishiraj Merchandise Private Limited, (19) Shikhar Texturising Private Limited, 2 (20) Silkina Trading Private Limited, (21) Sugam Texturising Private Limited, (22) Swarag Traders Private Limited, (23) Tresta Trading Private Limited and (24) Unicom Trading Enterprises Private Limited with (25) Saumya Finance and Leasing Company Private Limited. Aakrosh Investments and Leasing Private Limited …Petitioner Company (First Transferor Company) AND COMPANY SCHEME PETITION NO. 415 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 413 OF 2010 Akshya Textiles Trading and Agencies Private Limited …Petitioner Company (Second Transferor Company) AND COMPANY SCHEME PETITION NO. 416 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 414 OF 2010 Amur Trading Private Limited …Petitioner Company (Third Transferor Company) AND COMPANY SCHEME PETITION NO. 417 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 415 OF 2010 Anuchit Traders Private Limited …Petitioner Company (Fourth Transferor Company) 3 AND COMPANY SCHEME PETITION NO. 418 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 416 OF 2010 Bindi Chemicals Agencies and Trading Private Limited …Petitioner Company (Fifth Transferor Company) AND COMPANY SCHEME PETITION NO. 419 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 417 OF 2010 Capable Commercials Private Limited …Petitioner Company (Sixth Transferor Company) AND COMPANY SCHEME PETITION NO. 420 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 418 OF 2010 Chikki Fertilizers Trading and Agencies Private Limited …Petitioner Company (Seventh Transferor Company) AND COMPANY SCHEME PETITION NO. 421 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 419 OF 2010 Dainty Investments and Leasings Private Limited …Petitioner Company (Eighth Transferor Company) AND COMPANY SCHEME PETITION NO. 422 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 420 OF 2010 Jogiya Traders Private Limited …Petitioner Company (Ninth Transferor Company) 4 AND COMPANY SCHEME PETITION NO. 423 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 421 OF 2010 Kudrat Investment and Leasing (India) Private Limited …Petitioner Company (Tenth Transferor Company) AND COMPANY SCHEME PETITION NO. 424 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 422 OF 2010 Navketan Commercials Private Limited …Petitioner Company (Eleventh Transferor Company) AND COMPANY SCHEME PETITION NO. 425 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 423 OF 2010 Ornate Traders Private Limited …Petitioner Company (Twelfth Transferor Company) AND COMPANY SCHEME PETITION NO. 426 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 424 OF 2010 Pratiksha Finance & Leasing Company Private Limited …Petitioner Company (Thirteenth Transferor Company) AND COMPANY SCHEME PETITION NO. 427 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 425 OF 2010 Pururava Traders Private Limited …Petitioner Company (Fourteenth Transferor Company) 5 AND COMPANY SCHEME PETITION NO. 428 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 426 OF 2010 Radharaman Textiles Trading Private Limited …Petitioner Company (Fifteenth Transferor Company) AND COMPANY SCHEME PETITION NO. 429 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 427 OF 2010 Rashi Trading Company Private Limited …Petitioner Company (Sixteenth Transferor Company) AND COMPANY SCHEME PETITION NO. 430 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 428 OF 2010 Rhino Bags Private Limited …Petitioner Company (Seventeenth Transferor Company) AND COMPANY SCHEME PETITION NO. 431 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 429 OF 2010 Rishiraj Merchandise Private Limited …Petitioner Company (Eighteenth Transferor Company) AND COMPANY SCHEME PETITION NO. 432 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 430 OF 2010 Shikhar Texturising Private Limited …Petitioner Company (Nineteenth Transferor Company) 6 AND COMPANY SCHEME PETITION NO. 433 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 431 OF 2010 Silkina Trading Private Limited …Petitioner Company (Twentieth Transferor Company) AND COMPANY SCHEME PETITION NO. 434 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 432 OF 2010 Sugam Texturising Private Limited …Petitioner Company (Twenty-First Transferor Company) AND COMPANY SCHEME PETITION NO. 435 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 433 OF 2010 Swarag Traders Private Limited …Petitioner Company (Twenty-Second Transferor Company) AND COMPANY SCHEME PETITION NO. 436 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 434 OF 2010 Tresta Trading Private Limited …Petitioner Company (Twenty-Third Transferor Company) AND COMPANY SCHEME PETITION NO. 437 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 435 OF 2010 Unicom Trading Enterprises Private Limited …Petitioner Company (Twenty-Fourth Transferor Company) 7 AND COMPANY SCHEME PETITION NO. 438 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 436 OF 2010 Saumya Finance and Leasing Company Private Limited …Petitioner Company (Transferee Company) Mr. Virag Tulzapurkar with Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Petitioner Companies in all Petitions. Dr. T. Pandian, Official Liquidator, in CSP. Nos. 414 of 2010, 415 of 2010, 416 of 2010, 417 of 2010, 418 of 2010, 419 of 2010, 420 of 2010, 421 of 2010, 422 of 2010, 423 of 2010, 424 of 2010, 425 of 2010, 426 of 2010, 427 of 2010, 428 of 2010, 429 of 2010, 430 of 2010, 431 of 2010, 432 of 2010, 433 of 2010, 434 of 2010, 435 of 2010, 436 of 2010, 437 of 2010 and 438 of 2010. Ms. Purnima Awasthi i/b Mr. H.P. Chaturvedi for Regional Director in all Petitions. CORAM: S.C. Dharmadhikari, J. DATE : 28th January 2011 P.C. :- 1. Heard learned Counsel for parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Aakrosh Investments and Leasing Private Limited, Akshya Textiles Trading and Agencies Private Limited, Amur Trading Private Limited, Anuchit Traders Private Limited, Bindi Chemicals Agencies and Trading Private Limited, Capable Commercials Private Limited, 8 Chikki Fertilizers Trading and Agencies Private Limited, Dainty Investments and Leasings Private Limited, Jogiya Traders Private Limited, Kudrat Investment and Leasing (India) Private Limited, Navketan Commercials Private Limited, Ornate Traders Private Limited, Pratiksha Finance & Leasing Company Private Limited, Pururava Traders Private Limited, Radharaman Textiles Trading Private Limited, Rashi Trading Company Private Limited, Rhino Bags Private Limited, Rishiraj Merchandise Private Limited, Shikhar Texturising Private Limited, Silkina Trading Private Limited, Sugam Texturising Private Limited, Swarag Traders Private Limited, Tresta Trading Private Limited and Unicom Trading Enterprises Private Limited (collectively the “Transferor Companies”) with Saumya Finance and Leasing Company Private Limited (the “Transferee Company”). 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all the requirements as per directions of this Court and have filed necessary Affidavits of compliance in Court. Moreover, the Petitioner Companies through their Counsel also 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 the Scheme is not prejudicial to the interest of shareholders and public. 5. The rights of the Ministry of Corporate Affairs / Registrar of Companies to initiate action if any default/irregularity/violations under any provisions of the Companies Act, 1956 or any other law are found and established during the course of any proceedings under section 234 of the Companies Act, 1956 they will not be affected by this Order. 9 6. The Official Liquidator has filed his Report in Company Scheme Petition Nos. 414 of 2010 to 437 of 2010 stating therein 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. 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. No party concerned has come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petitions filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (l) of Company Scheme Petition No. 414 of 2010, (a) to (l) of Company Scheme Petition No. 415 of 2010, (a) to (m) of Company Scheme Petition No. 416 of 2010, (a) to (l) of Company Scheme Petition No. 417 of 2010, (a) to (l) of Company Scheme Petition No. 418 of 2010, (a) to (l) of Company Scheme Petition No. 419 of 2010, (a) to (l) of Company Scheme Petition No. 420 of 2010, (a) to (l) of Company Scheme Petition No. 421 of 2010, (a) to (l) of Company Scheme Petition No. 422 of 2010, (a) to (l) of Company Scheme Petition No. 423 of 2010, (a) to (l) of Company Scheme Petition No. 424 of 2010, (a) to (m) of Company Scheme Petition No. 425 of 2010, (a) to (l) of Company Scheme Petition No. 426 of 2010, (a) to (l) of Company Scheme Petition No. 427 of 2010, (a) to (l) of Company Scheme Petition No. 428 of 2010, (a) to (l) of Company Scheme Petition No. 429 of 2010, (a) to (m) of Company Scheme Petition No. 430 of 2010, (a) to (l) of Company Scheme Petition No. 431 of 2010, (a) to (l) of Company Scheme Petition No. 432 of 2010, (a) to (m) of Company Scheme Petition No. 433 of 2010, (a) to (l) of Company Scheme Petition No. 434 of 2010, (a) to (l) of Company Scheme Petition No. 435 of 2010, (a) to (m) of Company Scheme Petition No. 436 of 2010, (a) to (l) of Company Scheme Petition No. 437 of 2010, (a) to (o) of Company Scheme Petition No. 438 of 2010. 10 9. The reduction in the issued, subscribed and paid-up share capital of the Transferee Company from Rs.33,84,17,000/- (Rupees Thirty Three Crores Eighty Four Lakhs Seventeen Thousand only) divided into 3,38,41,700 (Three Crores Thirty Eight Lakhs Forty One Thousand Seven Hundred) Equity Shares of Rs.10/- each to Rs. 11,27,27,970/- (Rupees Eleven Crores Twenty Seven Lakhs Twenty Seven Thousand Nine Hundred Seventy only) divided into 1,12,72,797 (One Crore Twelve Lakhs Seventy Two Thousand Seven Hundred Ninety Seven) Equity Shares of Rs.10/- each is confirmed and this Order be deemed to be an Order under Section 102 of the Companies Act, 1956. The Minute of reduction as set out in Exhibit “BC” to the Company Scheme Petition No. 438 of 2010 is approved. 10. The Boards of Directors of all the Petitioner Companies have passed a Resolution to approve the extension of the date for the Scheme to take effect to 30th June 2011. The Petitioner Companies have filed Affidavits affirming the extension of the date for the Scheme to take effect. Accordingly, in terms of Clause 20 of the Scheme the validity of the Scheme is extended to 30th June 2011. 11. The Transferee Company to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same, within sixty days from the date of the Order. 12. The Petitioner Companies in all Company Scheme Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Transferor Companies to pay costs of Rs. 10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 11 14. All concerned authorities to act on a copy of this Order along with Scheme, duly authenticated by Company Registrar, High Court, Bombay. (S.C. Dharmadhikari, J.)