1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 439 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 353 OF 2011 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 the Companies Act, 1956; -And- In the matter of Sections 391 to 394 of the Companies Act, 1956; And- In the matter of the Scheme of Amalgamation of (1) Aavaran Textiles Private Limited, (2) Jagadanand Investments and Trading Company Private Limited, (3) Jagdishvar Investments and Trading Company Private Limited And (4) Sanatan Textrade Private Limited With Relcom Venture Capital Private Limited Aavaran Textiles Private Limited …Petitioner Company (First Transferor Company) AND 2 COMPANY SCHEME PETITION NO. 440 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 354 OF 2011 Jagadanand Investments and Trading Company Private Limited …Petitioner Company (Second Transferor Company) AND COMPANY SCHEME PETITION NO. 441 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 355 OF 2011 Jagdishvar Investments and Trading Company Private Limited …Petitioner Company (Third Transferor Company) AND COMPANY SCHEME PETITION NO. 442 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 356 OF 2011 Sanatan Textrade Private Limited …Petitioner Company (Fourth Transferor Company) AND COMPANY SCHEME PETITION NO. 443 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 352 OF 2011 Relcom Venture Capital Private Limited …Petitioner Company (Transferee Company) Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Petitioner Companies in all Petitions. 3 Mrs. R.N. Sutar, Assistant Official Liquidator, in CSP. Nos. 439 of 2011, 440 of 2011, 441 of 2011 and 442 of 2011. Mr. C.J. Joy with Mr. Abhijit Desai i/b Mr. H.P. Chaturvedi for Regional Director in all Petitions. CORAM: S.C. Dharmadhikari, J. DATE : 25th November 2011 P.C. :- 1. Heard learned Counsel for parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Aavaran Textiles Private Limited, Jagadanand Investments and Trading Company Private Limited, Jagdishvar Investments and Trading Company Private Limited and Sanatan Textrade Private Limited, the “Transferor Companies” with Relcom Venture Capital Private Limited, the “Transferee Company”. 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all the requirements as per directions of this Court and have filed necessary Affidavits of compliance in Court. Moreover, the Petitioner Companies through their Counsel 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 an Affidavit stating therein that save and except as stated in paragraph 6(a) and (b), it appears that the Scheme is not prejudicial to the interests of shareholders and public. In paragraph 6 of the said Affidavit, it is stated that :- 4 “6. That the Deponent further submits that :- (a) The Second and Third Transferor Companies are Non Banking Finance Companies. Hence the Second and Third Transferor Companies maybe directed to file a copy of the scheme along with the copy of this Hon‟ble Court‟s order within 30 days from the date of the order, with the RBI.” (b) The First Transferor Company viz. Aavaran Textiles Private Limited was inspected under section 209A of the Companies Act, 1956 in the year 2010 and the Inspecting Officer has reported various violations under the Companies Act, 1956. The Ministry of Corporate Affairs / Regional Director / Registrar of Companies, Mumbai reserves their rights to take necessary penal action against the First Transferor Company if any violations are established against the First Transferor Company and its Directors.” 5. So far as the objection in paragraph 6(a) of the said Affidavit of the Regional Director is concerned, the Counsel for the Petitioner Companies states that the Second and Third Transferor Companies are holding only investments in companies and are not registered with the Reserve Bank of India as a „Non- Banking Finance Company‟. The Second and Third Transferor Companies through their Counsel undertakes to file with the Reserve Bank of India a copy of the Scheme alongwith a copy of the Order sanctioning the Scheme, if required to do so in law. The undertaking is accepted. 6. So far as the objection in paragraph 6(b) of the said Affidavit is concerned, the rights of the Ministry or Corporate Affairs / Registrar of Companies to initiate action if any violations under any provisions of the Companies Act, 1956 are established during the course of inspection under Section 209A of the Companies 5 Act, 1956 against the First Transferor Company and its Directors will not be affected by this Order. 7. The Official Liquidator has filed his Report in Company Scheme Petition Nos. 439 of 2011 to 442 of 2011 stating therein 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. 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. No party concerned has come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petitions are made absolute in terms of prayer clauses (a) to (h) of Company Scheme Petition No. 439 of 2011, (a) to (h) of Company Scheme Petition No. 440 of 2011, (a) to (h) of Company Scheme Petition No. 441 of 2011, (a) to (h) of Company Scheme Petition No. 442 of 2011 and (a) to (g) of Company Scheme Petition No. 443 of 2011. 10. 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 of adjudication of stamp duty payable, if any, on the same, within sixty days from the date of the Order. 11. The Petitioner Companies in all Company Scheme Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in CSP Nos. 439 of 2011 to 442 of 2011 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 6 12. The Petitioner Companies to file a copy of this Order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, alongwith E-Form 21 in addition to the physical copy, within 30 days from the date of issuance of the Order by the Registry. 13. Filing and issuance of the drawn up order is dispensed with. 14. All concerned authorities to act on a copy of this Order alongwith Scheme, duly authenticated by Company Registrar, High Court, Bombay. (S.C. Dharmadhikari, J.)