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1. This second motion joint petition has been filed under Sections 391 to 394 of the Companies Act, 1956 (for short 'Act') seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of MIs. Manhattan Credits and Finance Limited (Transferor Company No.1) and MIs. City Leasing and Finance Company Limited (Transferor. Company No.2) with MIs. Chase Investments Limited (Transferee Company). Co. Pet.97of2011 Pagelof[7] 2011:DHC:7619

2. The registered offices of the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Court. Details with regard to the date of incorporation of Transferor and Transferee Companies, their authorized, issued, subscribed and paid up capital have been given in the Petition. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31 " March, 2010 of the Petitioners Companies have also been enclosed with the Petition. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme have also been placed on record. It has been submitted that ho proceedings under Sections 235 to 251 of the Act are pending against the Petitioner Companies. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Transferee Company shall issue shares in the following manner:- Co. Pet.97of2011 Page2of[7] 362 (Three Hundred Sixty Two) equity shares of 100/- (Rupees One Hundred) each in Transferee Company for every 10,000 (Ten Thousand) equity shares of T 100/- (Rupees Hundred) each held by them in M/s. Manhattan Credits and Finance Limited. 723 (Seven Hundred Twenty Three) equity shares of 100/- (Rupees Hundred) each in Transferee Company for every 10,000 (Ten Thousand) fully paid equity shares of 10/- (Rupees Ten) each and 398 (Three Hundred Ninety Eight) equity shares of 1001- (Rupees Hundred) each in Transferee Company for every 10,000 (Ten Thousand) partly paid equity shares of 10/- (Rupees Ten) each held by them in the M/s. City Leasing and Finance Company Limited. The Petitioner Companies had earlier filed CA (M) No. 31 of 2011 seeking directions of this Court for dispensation of meetings. Vide order dated 14t11 February, 2011, this Court allowed the Application and dispensed with the requirement of convening meetings of Shareholders, Securd creditors and Un-secured Creditors of the Transferor Company and the Transferee Company. The Petitioner Companies have thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 25th February, 2011, notice in the Petition was directed to be issued to the Regional Directoi, Northern Region and the Official Liquidator. Citations were also directed to Co. Pet.97of 2011 Page3of[7] be published in 'The Statesman' (English, Delhi Edition) and 'Veer Arjhn' (Hindi, Delhi Edition). Proof of service and publication has been filed by he Petitioner Companies showing compliance regarding service of the Petition on the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid ñewspape1s on 7th March, 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the proof of service. Pursuant to the notices issued, the Official Liquidator souht information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report dated 18th August, 2011, wherein he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Companies do not appear to have been conducted in a manner prejudicial to the interest of its members, credit6rs or to public interest as per second proviso of Section 394(1) of the Act. In response to the notices issued in the Petition, Mr. B. K. Bansál Regional Director, Northern Region, Ministry of Corporate Affairs has filed Co. Pet.97of2011 Page4of[7] his Affidavit/Report dated 01st June, 2011. Relying on Clause 17 of Part V of the Scheme, he has stated that, upon sanctioning of the Scheme, all the employees of the Transferor Companies shall become the employees of the Transferee Company without any break or interruption in their services. The Regional Director 'further states that as per the para 7(e) of Part IV of the Scheme the Accounting Treatment is in accordance ith the Accounting Standard- 14 issued by the Institute of Chartered Accountants of India and V that the Central Government has no objection to 'the proposed Scheme. No objection has been received to the Scheme from any other party. Mr. Ashish Aggarwal, learned counsel for the Petitioner Companies, has filed an affidavit dated 01st August, 2011, confirming that neither the Petitioner Companies nor he has received any objection pursuant to citations published in the newspapers. 4' Even today, during the course of hearing, Mr. Mayank Goel, learned counsel for Official Liquidator and Mr. K.S. Pradhan, Deputy Registrar of Companies for Regional, Director (Northern Region) state that they have no objection to the present Scheme being sanctioned. Co. Pet.97of2011 Page 5 of[7] (

14. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation/reports filed by the Regional Director, Northern Region and the Official Liquidator, attached to this Court to the proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. The Petitioner Companies if will comply with the statutory requirements in accordance with law. Certified copy of the formal order be filed with the Registrar of Companies within thirty days from the date of receipt of the same. In terms of the provisions of Sections 391 and 394 of the Act and in terms of the Scheme, the whole or part of the undertaking, all the property, rights and powers of the Transferor Companies be transferred to and vest in the Transferee Company without any further act or deed. Similarly, all the liabilities and duties of the Transferor Companies be transferred to the Transferee Company without any further act or deed. It is, however, clarified that this order will not be construed asan order granting exemption from payment of stamp duty or any other charges, if payable, in accordance with any law; or Co. Pet.97 of 2011 Page6of[7] V V permission/compliance with any other requirement which may be specifically required under any law. Learned counsel for Petitioners states that Petitioner Companies would voluntarily deposit a sum of T 1,00,000/- with the Common Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted. The Petition is allowed in the above terms. Order dasti. IL-~ MANMOtI7N,J SEPTEMBER 02, 2011 is Co. Pet.97of2011 Page 7of[7]