IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.223 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.164 OF 2011 PRANAY LEASING AND FINANCE LIMITED … Petitioner / Transferor Company WITH COMPANY SCHEME PETITION NO.224 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.165 OF 2011 INTEGRATED SPACES LIMITED … Petitioner / Transferee Company In the matter of the Companies Act, 1956 AND In the matter of Petition under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of Integrated Spaces Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation Between - Pranay Leasing and Finance Limited ..Transferor Company AND Integrated Spaces Limited 2 … Transferee Company Mr. H. N. Thakore with Mr. NaserAli Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for Petitioners in both Petitions. Ms. Jyotsna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director in both the Petitions Dr. T. Pandian, Official Liquidator present in Petition No.223 of 2011 CORAM: S. J. KATHAWALLA, J. DATE: 1st July, 2011 PC: 1. Heard 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 Pranay Leasing And Finance Limited, the Transferor Company with Integrated Spaces Limited, the Transferee Company and their respective shareholders and creditors for the amalgamation of the said Transferor Company with the Transferee Company. 3. 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 3 required under the Companies Act, 1956, and the Rules made there under. The Undertaking is accepted. 4. The Regional Director has filed an Affidavit, inter alia, stating therein that save and except as stated in paragraphs 6(a), (b) and (c) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) to 6(c) of the Affidavit, it is stated that:- “(a) The Transferor Company has violated the provisions of section 295 read with 283 (1) (h) of the Companies Act, 1956 in the year 2008-09. The Transferee Company has violated the provisions of section 58A and 295 read with 283 (1) (h) of the Companies Act, 1956. The Registrar of Companies, Mumbai has been directed to initiate necessary action against the Transferor and Transferee Company and its officers in default in respect of the above said violations. This is for the information of this Hon’ble High Court. (b) In clause 6.5 the scheme, the reference of the clause 6.2 may be deleted and corrected as clause 6.1 thereat. (c) Clause 7.2 of the Scheme deals with change in Objects clause of the Memorandum of Association of the Transferee Company. In this connection, the 4 Transferee Company may be directed to comply with section 40 read with section 18 of the Act and to file amended copy of Memorandum of Association along with Form No.21 with the Registrar of Companies.” 5. As far as contents of paragraph 6(a) of his Affidavit are concerned, the Counsel for the Petitioners submits that the Petitioner Companies have filed their respective Affidavits with the Office of the Regional Director, inter alia, stating that as regards the contravention of Section 58A & 295 read with Section 283 (1)(h) of the Companies Act, 1956, the Transferee Company is in process of filing an application under Section 621A of the Companies Act, 1956 for compounding the offence under the aforesaid provisions. The Counsel for the Petitioner further submits that the above contraventions do not affect the Scheme of Amalgamation. The said statement is accepted. The Transferee Company is at liberty to take necessary remedial measures as available in the Companies Act, 1956. However, the office of the Regional Director / Registrar of Companies is also at liberty to initiate action, if any violation against the Transferee Company and its Officers in default is established. 6. So far as the objection raised by the Regional Director in paragraph 6(b) of his Affidavit is concerned, the Counsel for the Petitioner submits that the same is a typographical error. The 5 Counsel, therefore, seeks leave of this Court to amend Clause 6.5 of the Scheme by substituting the word “Clause 6.2” with word “Clause 6.1”. Leave to amend is granted. Amendment to be carried out within two weeks from today. 7. As far as the contents of paragraph 6(c) of the said Affidavit is concerned, the Transferee Company undertakes to comply with Section 40 read with Section 18 of the Act and to file an amended copy of Memorandum of Association along with Form No.21 with the Registrar of Companies. The said undertaking is accepted. 8. The Official Liquidator has filed his report in Company Scheme Petition No.223 of 2011 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 9. 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. 10. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.223 of 2011 and Company Scheme Petition No.224 of 2011 are made absolute in terms of prayer in clauses (a) to (j) of the respective Petitions. 6 11. 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 60 days from the date of the Order. 12. The Petitioner Companies in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner Company in Company Scheme Petition No.223 of 2011 to pay a sum of Rs.10,000/- to the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. All authorities concerned to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)