IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 725 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1158 OF 2008 LUPIN INVESTMENTS PRIVATE LTD. … Transferee Company With COMPANY PETITION NO. 726 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1159 OF 2008 BADHIRA LEASING & FINANCE PVT. LTD. …First Transferor Company With COMPANY PETITION NO. 727 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1160 OF 2008 TIMITA LEASING & FINANCE PVT. LTD. …Second Transferor Company With COMPANY PETITION NO. 728 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1161 OF 2008 VARIJA LEASING & FINANCE PVT. LTD. … Third Transferor Company With COMPANY PETITION NO. 729 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1162 OF 2008 YOGINI LEASING & FINANCE PVT. LTD. …Fourth Transferor Company With COMPANY PETITION NO. 730 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1160 OF 2008 PIPLWESHWAR HOLDINGS PVT. LTD. …Fifth Transferor Company With COMPANY PETITION NO. 731 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1164 OF 2008 GOA VINYLS LTD. …Sixth Transferor Company In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation of – Badhira Leasing & Finance Private Limited, Timita Leasing & Finance Private Limited, Varija Leasing & Finance Limited, Yogini Leasing & Finance Private Limited, Pipleshwar Holding Private Limited and Goa Vinyls Limited with Lupin Investments Private Limited. Mr. H. N. Thakore a/w Rizvi NaserAli i/by M/s. Thakore Jariwala & Associates, for the Petitioners 2 Ms. Neeta Masurkar a/w P. Khosla i/b S. K. Mohopatra Joy for Regional Director in all the Petitions. Mr. S. Ramakantha, Dy. Official Liquidator CORAM: A.M. KHANWILKAR J. DATE: 12th December 2008 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956, to a Scheme of Arrangement between BADHIRA LEASING & FINANCE PRIVATE LIMITED, the First Transferor Company, TIMITA LEASING & FINANCE PRIVATE LIMITED, the Second Transferor Company, VARIJA LEASING & FINANCE PRIVATE LIMITED, the Third Transferor Company, YOGINI LEASING & FINANCE PRIVATE LIMITED, the Fourth Transferor Company, PIPLESHWAR HOLDING PRIVATE LIMITED, the Fifth Transferor Company and GOA VINYLS LTD., the Sixth Transferor Company with LUPIN INVESTMENTS PRIVATE LTD., the Transferee Company. 3 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Company also undertake to comply with all statutory requirements, if any, as required under the Companies Act 1956 and the Rules made thereunder. 4. The Regional Director has filed Affidavit stating wherein that the Scheme is not prejudicial to the interest of Creditors and Shareholders and the Public. However, in Paragraph 6 of the said Affidavit the Regional Director has stated that the Transferee Company may be directed to furnish an Undertaking that they shall comply with the Accounting Standard- 14 i.e. “Accounting for Amalgamation” issued by the Institute of Chartered Accountants of India. The Counsel appearing for the Petitioners undertakes that the Transferee Company will make necessary disclosure for accounting treatment as prescribed under the Accounting Standard- 14 issued by the Institute of Chartered Accountants of India. The Undertaking is accepted. 4 5. The Official Liquidator has filed report in Company Petition Nos. 726 to 731 of 2008 stating that the affairs of Transferor Company has been conducted in a proper manner. 6. 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. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 725 to 731 of 2008 are made absolute in terms of prayer clauses (a) to (i). 8. The Transferee Company to lodge copy of this order and the scheme with the concerned Superintendent of stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of the order. 9. The Petitioners in all the Company Petitions to pay cost of Rs. 7,500/- each to the Regional Director and the Petitioner in Company Petition No. 726 of 2008 to 731 of 2008 to pay the 5 cost of Rs. 7,500/- each to the Official Liquidator. 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 duly authenticated by Company Registrar, High Court, Bombay. (A.M. Khanwilkar J.) 6 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 725 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1158 OF 2008 LUPIN INVESTMENTS PRIVATE LTD. … Transferee Company With COMPANY PETITION NO. 726 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1159 OF 2008 BADHIRA LEASING & FINANCE PVT. LTD. …First Transferor Company With COMPANY PETITION NO. 727 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1160 OF 2008 TIMITA LEASING & FINANCE PVT. LTD. …Second Transferor Company With COMPANY PETITION NO. 728 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1161 OF 2008 VARIJA LEASING & FINANCE PVT. LTD. … Third Transferor Company With COMPANY PETITION NO. 729 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1162 OF 2008 YOGINI LEASING & FINANCE PVT. LTD. …Fourth Transferor Company With COMPANY PETITION NO. 730 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1160 OF 2008 PIPLWESHWAR HOLDINGS PVT. LTD. …Fifth Transferor Company With COMPANY PETITION NO. 731 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1164 OF 2008 GOA VINYLS LTD. …Sixth Transferor Company MINUTES OF THE ORDER Dated this 12th day of December, 2008 M/s. Thakore Jariwala & Associates Advocates for the Petitioners, 11-114, Vardhaman Chambers, 17-G, Cawasji Patel Street, Mumbai 400 001. 2