1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.103 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.672 OF 2010 Leadsoft Solutions Private Limited … Petitioner / Demerged Company AND COMPANY SCHEME PETITION NO.104 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.673 OF 2010 Leadsoft Softech Private Limited ...Petitioner / Resulting Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between – Leadsoft Solutions Private Limited (“the Demerged Company”) And Leadsoft Softech Private Limited (“the Resulting Company”) AND their respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in both the Petitions. Mr. N. D. Sharma, i/b Mr. H.P. Chaturvedi for Regional Director in both the Petitions. 2 CORAM: S.J. KATHAWALLA, J DATE: 1ST JULY 2011 P.C.: 1. Heard counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Leadsoft Solutions Private Limited, the Demerged Company with Leadsoft Softech Private Limited, „the Resulting Company and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraphs 6(a) to 6(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 (c) of the said Affidavit, the Regional Director has stated that: “(a) Clause 8.6 of the scheme provides for increasing the authorized share capital by the Transferee Company to the extent of Rs 5 lacs only. However it is respectfully submitted that the Resulting Company shall increase its authorized share capital minimum to Rs 6 lacs, 3 so as to enable the Resulting Company to issue new shares. In this connection the Transferee Company may be directed to comply with provisions of section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. (b) Clause 11.4 of the scheme deals with adjustment of Securities Premium Account which is not specific upto what extent the said Securities Premium Account will be utilized. In this connection it is respectfully submitted that the Demerged Company shall not utilized the same beyond Rs 666 lacs. (c) Clause 8.5 of the scheme deals with reduction of equity share capital of Resulting Company. In this Connection it is respectfully submitted that such reduction shall be given effect only subsequent to allotment of new shares to the extent of Rs 5 lacs” 5. As far as the objection raised by the Regional Direction in paragraph 6(a) of his Affidavit is concerned, the Counsel for the Resulting Company states that the Resulting Company shall increase its authorized share capital minimum to Rs.6 lacs, so as to enable the Resulting Company to issue new shares and the Resulting Company shall also comply with the provisions of Section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of 4 Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The said undertaking is accepted. 6. So far as the objection raised in paragraph 6(b) of the said Affidavit is concerned, the Demerged Company through their Counsel undertakes that the Demerged Company will not utilize its Share Premium Account beyond Rs.666 lacs. The said Undertaking is accepted. 7. As far as the contents of paragraph 6(c) of the said Affidavit is concerned, the Transferee Company through their Counsel undertakes that the Resulting Company shall give effect to the reduction only subsequent to allotment of new shares to the extent of Rs.5 lacs. The said Undertaking is accepted. 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. None of the parties concerned have come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.103 of 2011 is made absolute in terms of prayer clause (a) of the Petition and Company Scheme Petition No.104 of 2011 is also made absolute in terms of prayer clause (a) of the Petition. 10. The Petitioner Companies to lodge a 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 order. 5 11. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order along with the Scheme, duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. KATHAWALLA, J)