1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGIONAL CIVIL JURISDICTION COMPANY PETIITON NO.349 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.360 OF 2009 Kanuhira Finance Private Limited ...Petitioner/First Amalgamating Company COMPANY PETIITON NO.350 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.361 OF 2009 Shree Nivesh Finvest Private Limited ..Petitioner/Second Amalgamating Company COMPANY PETIITON NO.351 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.362 OF 2009 Machpack Enterprises Private Limited ...Transferee/Amalgamated Company In the matter of Sections 391 & 394 of Companies Act, 1956’ AND In the matter of Scheme of Amalgamation of Kanuhira Finance Private Limited (“First Amalgamating Company”)and Shree Nivesh Finvest Private Limited (“Second Amalgamating Company) and Dhirendra Memorial Hospital Private Limited (Third Amalgamating Company) and Machpack Enterprises Private Limited, (Amalgamated Company) and their respective members 2 Mr. Hemant Sethi /by Hemant Sethi & Co. advocates for Petitioner Shri P. Ramarao, OL in C.P Nos . 349 of 2009 & 350 of 2009 Ms. S. V. Bharucha i/b Mr. S.K. Mohapatra for the Regional Director. CORAM : S. J. KATHAWALLA J DATE; 28th August 2009 P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Kanuhira Finance Private Limited (“First Amalgamating Company”), and Shree Nivesh Finvest Private Limited, (“Second Amalgamating Company) and Dhirendra Memorial Hospital Private Limited, (Third Amalgamating Company) and Machpack Enterprises Private Limited, (Amalgamated Company) and their respective members. 3. Counsel appearing on behalf of the Petitioner has 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. 4. It is further stated that in so far as third Transferor Company is concerned ie Dhirendra Memorial Hospital Private Limited, the petition is pending before the Calcutta High Court. 5. The Regional Director has filed his affidavit in reply and has stated since the First Transferor Company is an Non Banking finance Company, the First Transferor Company may be directed to file with the Reserve Bank Of India, a copy of the Scheme along with a copy of order within a period of 30 days from the date of the order. The Petitioner through their counsel 3 undertakes to file with the Reserve Bank Of India, a copy of the Scheme along with a copy of order with Reserve Bank of India within a period of 30 days . The said undertaking is accepted. 6. It is further states that save and aforesaid, the Scheme is not prejudicial to the interest of Shareholders and public. 7. The Official Liquidator has filed report stating that the affairs of the First and Second Transferor Company has been conducted in a proper manner and that the said Transferor 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. None of the parties concerned have come forward to oppose the Scheme. 9. Save as what is stated in para 6 of the affidavit aforesaid there is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clause (a). 10. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated copy of this Order. 11. The Petitioners in all the Companies to pay cost of Rs.7500/- each to the Regional Director. Petitioner in Company Petition Nos.349 of 2009 & 350 of 2009 to pay cost of Rs.7500/- each to the Official Liquidator, High Court, Bombay. 12. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 4 13. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J.)