1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.77 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.821 OF 2010 ACE PORTFOLIO AND FINANCE PRIVATE LIMITED .....Petitioner/ First Transferor Company AND COMPANY SCHEME PETITION NO.78 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.822 OF 2010 LEXUS HOLDINGS AND FINANCE PRIVATE LIMITED ……Petitioner / Second Transferor Company AND COMPANY SCHEME PETITION NO.79 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.823 OF 2010 MANJUSHREE HOLDINGS PRIVATE LIMITED ……Petitioner / Third Transferor Company AND COMPANY SCHEME PETITION NO.80 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.824 OF 2010 VIJAYSHREE HOLDINGS PRIVATE LIMITED ……Petitioner / Transferee Company 2 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 ACE PORTFOLIO AND FINANCE PRIVATE LIMITED, the First Transferor Company AND LEXUS HOLDINGS AND FINANCE PRIVATE LIMITED, the Second Transferor Company AND MANJUSHREE HOLDINGS PRIVATE LIMITED, the Third Transferor Company WITH VIJAYSHREE HOLDINGS PRIVATE LIMITED, the Transferee Company Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioner in all Petitions. Dr. T. Pandian, Official Liquidator, present in CSP Nos. 77 of 2011 to 79 of 2011 Mrs. Jyotsna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. CORAM: S. J. Kathawalla, J. DATE: 1st July, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation of ACE PORTFOLIO AND FINANCE PRIVATE LIMITED, the First Transferor Company, LEXUS HOLDINGS AND FINANCE PRIVATE LIMITED, the Second Transferor Company and MANJUSHREE HOLDINGS PRIVATE LIMITED, the Third 3 Transferor Company with VIJAYSHREE HOLDINGS PRIVATE LIMITED, the Transferee Company, under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioners has 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 Companies have been conducted in a proper manner and that the Transferor Companies 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(a) and 6(b) of the Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6(a) and 6(b) of the said Affidavit, it is stated that:- “(a) All the Transferor Companies and Transferee Company are Non Banking Finance Companies. Hence all the Transferor Companies and Transferee Company maybe directed to file a copy 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 RBI. (b) In Clause No. 17 of the scheme the period fixed for approving the scheme by this Hon’ble High Court is stated 31/03/2011, which has already expired. In this connection Board of Directors of the petitioner 4 companies may be directed to take necessary steps to extend the date by passing Board Resolution for giving effect to the scheme. 6. So far as the objection in paragraph 6(a) of the Affidavit of Regional Dir- ector is concerned, the Petitioner Companies in Company Scheme Petition Nos.77 of 2011 to 80 of 2011 have tendered a common Affidavit, interalia, stating that all the Transferor Companies and Transferee Company 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 India. The said undertaking is accepted. 7. So far as the objection in paragraph 6(b) of the Affidavit of Regional Dir- ector is concerned, the Petitioner Companies in their abovementioned common Affi- davit have stated that the Petitioner Companies have already passed the Board Res- olution on 18/03/2011, for extending the period for approving the Scheme from 31st March, 2011 to 31st March, 2012. 8. 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. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos.77 of 2011, 78 of 2011 and 79 of 2011 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (j) and the Company Scheme Petition No.80 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (k). 5 10. 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. 11. The Petitioners in all Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Peti- tioners in Company Scheme Petition Nos.77 of 2011, 78 of 2011 and 79 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. 12. Filing and issuance of the drawn up order is dispensed with. 13. 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.)