1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 205 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 142 OF 2011 KEYSTONE STOCKFIN PRIVATE LIMITED .....Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 206 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 143 OF 2011 GLINT INFRAPROJECTS 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 KEYSTONE STOCKFIN PRIVATE LIMITED WITH GLINT INFRAPROJECTS PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioner in both Petition. Dr. T. Pandian, Official Liquidator, present in CSP No. 205 of 2011 Mrs. Purnima Awasthi i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. CORAM: S. J. Kathawalla, J. DATE: 17th June, 2011 2 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to the Scheme of Amalgamation of KEYSTONE STOCKFIN PRIVATE LIMITED with GLINT INFRAPROJECTS PRIVATE LIMITED and their respective Shareholders under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioners have stated 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 said undertaking is accepted. 4. The Official Liquidator has filed a report 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. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 it appears that the Scheme is not prejudicial to the interest of shareholders and public. In Paragraph 6 of the said Affidavit it is stated that:- “(6) The deponent further submits that the Transferor Company is a Non Banking Finance Company, hence the Transferor Company may be directed to file a copy 3 of the scheme along with the copy of this Hon’ble Court’s order within 30 day’s from the date of the order, with the Reserve Bank of India.” 6. As far as the first objection in paragraph 6 of the Affidavit of Regional Director is concerned, the Transferor Company through its counsel undertakes to file a copy of the scheme along with the copy of this order within 30 days from the date of the order, with the Reserve Bank of In- dia. This undertaking is accepted. 7. From the material placed 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 has come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 205 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (c) and the Company Scheme Petition No. 206 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 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 from the date of the order. 4 10. The Petitioners in the Company Scheme Petition Nos.205 of 2011 and 206 of 2011 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No. 205 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. Kathawalla, J.)