1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY PETITION NO.454 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.547 OF 2009 Angel Capital and Debt Market Limited. …Petitioner/Transferor Company AND COMPANY PETITION NO.455 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.548 OF 2009 Angel Broking Limited. …Petitioner/Transferee Company In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Angel Capital and Debt Market Limited with Angel Broking Limited and their respective shareholders Mr. Hemant Sethi /by Hemant Sethi & Co. advocates for Petitioner Mr. Rama Rao, O.L. in C.P. No.454 of 2009 Ms. Heena Shah and Mr. G. Jadhav Rao i/b Mr. S. K. Mohapatra for the Regional Director. CORAM : S. J. KATHAWALLA J DATE: 18th September 2009 P.C.: 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Angel Capital and Debt Market Limited, the Transferor Company with Angel Broking Limited, the Transferee Company and their respective shareholders. 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed his affidavit in reply and has stated in paragraph 6a that the Transferor Company’s authorised capital was increased from Rs.6.25 crores to Rs.7.25 Crores during the financial year 2007-08. The petition states that post Balance Sheet date there is no change in issued, and paid up capital. The authorised share capital as on 31/3/2008 as per Petition is Rs.20 Crores while as per Balance Sheet as at 31/3/2008 it is Rs.7.25 Crores. Thus the figures in the petition is incorrect. Hence the Transferee Company may be directed to make necessary corrections in the petition accordingly. The counsel appearing for the Petitioner clarifies that the post balance sheet date i.e. 31st March 2008 the authorised share capital of the Transferor Company has been increased to Rs.20 Crores and that there is an typographical error. The Petitioner in Transferee Company is permitted to make necessary corrections in the Petition. 5. In paragraph 6b of the affidavit, it is further stated that clause 13(a) of the Accounting Treatment in the Scheme says that the accounting will 3 be as per AS14. However the succeeding para i.e., 13(b) states that the assets and liabilities of the Transferor company shall be recorded in the books of the Transferee Company subject to such corrections and adjustments as deemed necessary by the Board of Directors of the Transferee Company. This is in conflict with clause 13(a). In this connection , it may be stated that as per AS 14, the Transferee Company shall account the assets and liabilities either under ‘pooling method’ or the ‘purchase method’. The Transferee Company shall file undertaking before this Hon’ble Court as to which of the two methods its is going to follow. The Petitioner through their counsel undertakes that the Transferee Company shall account the assets and liabilities under the ‘Pooling method’. The said undertaking is accepted. 6. It is further stated that save and aforesaid, the Scheme is not prejudicial to the interest of Shareholders and public. 7. The Official Liquidator has filed report stating that the affairs of the Transferor Company has been conducted in a proper manner and that the said Company may be ordered to be wound up. 8. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 9. Save as what is stated in paragraphs 4 & 5 above, there is no objection to the Scheme and since all the requisite statutory compliances have 4 been fulfilled, Company Petition is made absolute in terms of prayer clause (a). 10.The Transferee Company to lodge copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (OS), Bombay, with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 60 days from the date of Order. 11.The Petitioners in both the Petitions to pay cost of Rs.7500/- each to the Regional Director. Petitioner in Company Petition Nos.454 of 2009 to pay cost of Rs.7500/- to the Official Liquidator, High Court, Bombay. 12.Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 13.Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J. )