1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 526 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 506 OF 2010 HOV AR Management Services Private Limited …..Petitioner/First Transferor Company AND COMPANY SCHEME PETITION NO 527 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 507 OF 2010 Tracmail AR Services Private Limited ………Petitioner/Second Transferor Company AND COMPANY SCHEME PETITION NO 528 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 508 OF 2010 Tracmail (India) Private Limited ……….Petitioner/Transferee Company In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation of HOV AR Management Services Private Limited and Tracmail AR Services Private Limited with Tracmail (India) Private Limited and their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Petitioners in all Petitions. Dr. T. Pandian Official Liquidator present in Company Scheme Petition Nos. 526 & 527 Of 2010 . Ms. Purnima Awasthi, i/b H.P. Chaturvedi for Regional Director in all Petitions. 2 CORAM: S.C. DHARMADHIKARI, J DATE: 28TH JANUARY 2011 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 HOV AR Management Services Private Limited and Tracmail AR Services Private Limited with Tracmail (India) Private Limited 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 thereunder. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6 of the said affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit, the Regional Director has stated that: “6. That the Deponent further submits that the shares of the Second Transferor Company and Transferee Company are held by two Foreign Body Corporate. Also the First Transferor Company is wholly owned subsidiary of the Second Transferor Company. Hence the Transferee Company may be 3 directed to comply with FEMA/RBI Guidelines, as applicable while implementing the present scheme of amalgamation “. 5. The Petitioners through their Counsel undertakes that the Transferee Company will comply with FEMA/RBI Guidelines. The said Undertaking is accepted. 6. The Official Liquidator has filed his report 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. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No 526 of 2010 to 528 of 2010 are made absolute in terms of prayer clause (a) of the respective Petitions. 9. The Petitioners 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. 10. The Petitioners in all the Petitions to pay costs of Rs.10,000/- each to the Regional Director and Petitioners in Company 4 Scheme Petition Nos. 526 of 2010 and No 527 of 2010 to pay costs of Rs. 10,000/- each to the Official Liquidator. 11. 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 Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay (S.C. DHARMADHIKARI, J)