IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.53 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 30 OF 2010 Assured Investments Limited …. Petitioner Company / First Transferor Company AND COMPANY SCHEME PETITION NO.54 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 31 OF 2010 Earnest Holdings Limited …. Petitioner Company / Second Transferor Company AND COMPANY SCHEME PETITION NO.55 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 32 OF 2010 Prudential Holdings Limited …. Petitioner Company / Third Transferor Company AND COMPANY SCHEME PETITION NO.56 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 33 OF 2010 Aristocrat Investments Limited … Petitioner Company / Fourth Transferor Company AND COMPANY SCHEME PETITION NO.57 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 34 OF 2010 Sukta Investments Limited …. Petitioner Company / Fifth Transferor Company AND COMPANY SCHEME PETITION NO.58 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 35 OF 2010 Western Holdings Limited …. Petitioner Company / Sixth Transferor Company WITH THE SIRDAR CARBONIC GAS COMPANY LIMITED …. Transferee Company In the matter of the Companies Act, 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN Assured Investments Limited Earnest Holdings Limited Prudential Holdings Limited Aristocrat Investments Limited Sukta Investment Limited Western Holdings Limited ……Transferor Companies And The Sirdar Carbonic Gas Company Limited ……… Transferee Company Mr. Naser Ali Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for Petitioner Mr. C. J. Joy i/b Mr. S. K. Mohopatra for Regional Director 2 Mr. P. Ramarao, Official Liquidator present CORAM: S. J. Kathawalla, J DATE: 16th April, 2010 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation between Assured Investments Limited, the First Transferor Company, Earnest Holdings Limited, the Second Transferor Company, Prudential Holdings Limited, the Third Transferor Company, Aristocrat Investments Limited, the Fourth Transferor Company, Sukta Investments Limited, the Fifth Transferor Company, Western Holdings Limited, the Sixth Transferor Company and The Sirdar Carbonic Gas Company Limited, the Transferee Company and their respective shareholders and creditors for the amalgamation of the said Transferor Companies with the Transferee Company. 3. The Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner / Transferor Companies are wholly owned subsidiaries of the Transferee Company. He has further submitted that in view of the Judgment in the case of Mahaamba Investment Limited v/s IDI Limited [(2001) 105 Company Cases pages 16 to 18] filing of the separate Application and Petition by the Transferee Company i.e. THE SIRDAR 3 CARBONIC GAS COMPANY LIMITED was dispensed with by an order dated 15th January, 2010 passed by this Court in Company Summons For Direction Nos. 30 of 2010 to 35 of 2010. 4. The Counsel appearing on behalf of the Petitioner Companies 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. 5. The Regional Director has filed Affidavit stating therein that save and except as stated in paragraph 6, the Scheme does not appear to be prejudicial to the interest of Shareholders and public. The paragraph 6 of the said Affidavit reads thus:- “6. Deponent respectfully submits that the all Transferor Companies are a Non-Banking Finance Company, hence the all Transferor Companies 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”. So far as remarks made by the Regional Director in paragraph 6 of the affidavit is concerned, the Petitioner/ Transferor Companies undertake to file a Copy of the Scheme along with the Copy of this Order on this Petitions within 30 days from the date of order with the Reserve Bank of India. The said undertaking is accepted. 4 6. The Official Liquidator has filed a Report stating therein that the affairs of Petitioner Companies have been conducted in a proper manner and that the Petitioner Companies may be ordered to be dissolved. 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 appeared to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 53 of 2010, 54 of 2010, 55 of 2010, 56 of 2010, 57 of 2010 and 58 of 2010, are made absolute in terms of prayer clauses (a) to (i) of the respective Petitions. 9. The Transferee Company to lodge 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. 10. The Petitioner Companies in all the Petitions to pay costs of Rs. 7,500/- each to the Regional Director, Western Region, Mumbai, and also to the Official Liquidator, High Court, Bombay, respectively. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 5 12. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S.J Kathawalla, J.) 6