1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 236 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 216 OF 2010 Varnish Trading Private Limited ..............Petitioner/First Amalgamating Company AND COMPANY SCHEME PETITION NO 237 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 217 OF 2010 Erudite Trading Private Limited ....Petitioner/Second Amalgamating Company AND COMPANY SCHEME PETITION NO 238 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 218 OF 2010 2 Chaste Investrade Private Limited .....Petitioner/Third Amalgamating Company AND COMPANY SCHEME PETITION NO 239 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 219 OF 2010 Future Corporate Resources Limited ....Petitioner/Transferee Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Varnish Trading Private Limited (“First Amalgamating Company” or “VTPL”) and Erudite Trading Private Limited ( “Second Amalgamating Company” or “ETPL”) and Chaste Investrade Private Limited, (“Third Amalgamating Company” or “CIPL”) with Future Corporate Resources Limited (“Amalgamated Company” or “FCRL”) and their respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. 3 Dr. T. Pandian Dy. Official Liquidator in Company Scheme Petition Nos 236 of 2010; 237 of 2010 and 238 of 2010 Mr. Anurag Gokhale i/b Mr. S. K. Mohapatra for Regional Director in all the petitions CORAM: S.J. VAZIFDAR J DATE: 11TH JUNE 2010 1. Heard learned 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 Amalgamation of Varnish Trading Private Limited, the First Amalgamating Company and Erudite Trading Private Limited, Second Amalgamating Company and Chaste Investrade Private Limited, Third Amalgamating Company with Future Corporate Resources Limited, Amalgamated 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 4 under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that the scheme does not appear to be prejudicial to the interest of the shareholders and public. 5. The Official Liquidator has filed a report in the Company Scheme Petition Nos. 236 of 2010; Company Scheme Petition No. 237 of 2010 and Company Scheme Petition No 238 of 2010 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. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.236 of 2010; Company Scheme Petition No. 237 of 2010; Company Scheme Petition No. 238 of 2010 and Company Scheme Petition No 239 of 2010 are made absolute in terms of prayer clause (a). 8. 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 5 stamp duty payable, if any, on the same within 60 days from the date of order. 9. The Petitioners in Company Scheme Petition Nos. 236 of 2010; 237 of 2010 & 238 of 2010 to pay costs of Rs.7500/- each to the Official Liquidator and Petitioners in all the Company Scheme Petitions to pay cost of Rs., 7500 each to the Regional Director. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.J. VAZIFDAR J)