1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.26 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1332 OF 2009 In the matter of Companies Act,1956 And In the matter of Sections 391 to 394 and 100 of the Companies Act,1956. And In the matter of Scheme of Arrangement and Amalgamation of Metro Exporters (I) Pvt. Ltd., With Metro Investments Pvt. Ltd. And Their respective Shareholders Metro Exporters (I) Pvt. Ltd. ) a Company Incorporated ) under the Companies Act, ) 1956 and having its ) Registered office at Queens ) Diamond Building Ground ) floor, Maharshi Karve Road, ) 2 Opera House,Mumbai-400004 ) .. Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO.27 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1333 OF 2009 Metro Investments Pvt. Ltd. ) a Company Incorporated ) under the Companies Act, ) 1956 and having its ) Registered office at 419 B, ) Joshiwadi, Kalbadevi Road, ) Mumbai-400002 ) .. Petitioner/ Transferee CORAM : S. J. KATHAWALLA J DATE : 23RD APRIL 2010 Mrs. Madhuri V. Gaikwad- Advocate for Petitioners. Mr. P. Ramarao Official Liquidator present in Company Petition no.26 of 2010. Mr. C. J. Joy i/b Mr. S.K.Mohapatra for the Regional Director. P.C. 1. Heard learned counsel for the Petitioners. 3 2. The sanction of the Court is sought under Sections 391 to 394 and 100 of the Companies Act, 1956 to the Scheme of Amalgamation of Metro Exporters (I) Pvt. Ltd. The Transferor Company with Metro Investments Pvt. Ltd., the Transferee Company. 3. Counsel appearing on behalf of the Petitioners 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 Companies 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 his affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, the Scheme does not appear to be prejudicial to the interest of Shareholders and public. The paragraph 6 of the said Affidavit is read that “The Transferee Company is an Non Banking Finance Company, hence the Transferee Company may be directed to file a copy of the Scheme along with the copy of this Hon’ble Court’s order on this Petition within 30 day’s from the date of the order, with the RBI”. 5. The Counsel on behalf of the Petitioner undertake that the Transferee Company will file a copy of the Scheme along with the copy of this Hon’ble Court’s order on this Petition within 30 day’s from the date of the order, with the RBI. The said undertaking is accepted. 4 6. The Official Liquidator has filed his report in Company Petition no. 26 of 2010 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the said 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. 8. Since all the requisite statutory compliances have been fulfilled, Company Petition No. 26 of 2010 is made absolute in terms of prayer clauses (a) to (g) and Company Petition no. 27 of 2010 is made absolute in terms of prayer clauses (a) to (h). 9. 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 adjudication of stamp duty, payable, if any, on the same within 60 days from the date of the Order. 10. The Petitioners in both the Petitions to pay cost’s of Rs.7500/- each to the Regional Director Western Region, Mumbai and the . Petitioners in Company Petition no. 26 of 2010 to pay cost’s of Rs.7500/- each to the Official Liquidator High Court, Bombay. Costs to be paid within four weeks today. 5 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order with Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. KATHAWALLA . J )