IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.592 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.584 OF 2011. Sudarshan Capital Services Private Limited. .......Petitioner/the First Transferor Company. AND COMPANY SCHEME PETITION NO.593 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.585 OF 2011. Sudarshan Shares & Stock Private Limited ........Petitioner/the Second Transferor Company. AND COMPANY SCHEME PETITION NO.594 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.586 OF 2011. Sudarshan Securities Private Limited ........Petitioner/the Third Transferor Company. AND COMPANY SCHEME PETITION NO.595 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.587 OF 2011. Sudarshan Management Services Private Limited. ...... Petitioner/the Transferee Company. In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 read with Section 100 to 103 of the Companies Act, 1956. AND In the matter of the Scheme of Arrangement between: Sudarshan Capital Services Private Limited. 2 AND Sudarshan Shares & Stock Private Limited. AND Sudarshan Securities Private Limited. AND Sudarshan Management Services Private Limited. AND their Respective Shareholders. Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocates for Petitioners in all Petitions. Mrs. R. N. Sutar, Asst. Official Liquidator present in Company Scheme Petition Nos. 592 of 2011 to 594 of 2011. Mr. D.A.Dubey i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. CORAM : S. C. DHARMADHIKARI, J DATE : 25th NOVEMBER, 2011 PC: 1. Heard counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 to a Scheme of Arrangement between Sudarshan Capital Services Private Limited, the First Transferor Company and Sudarshan Shares & Stock Private Limited, the Second Transferor Company and Sudarshan Securities Private Limited, the Third Transferor Company and Sudarshan Management Services Private Limited, the Transferee Company for :- (i) Amalgamation of Sudarshan Capital Services Private Limited, the First Transferor Company, Sudarshan Shares & Stock Private Limited, the Second Transferor Company and Sudarshan Securities Private Limited, the Third Transferor Company with 3 Sudarshan Management Services Private Limited, the Transferee Company, and (ii) For Reduction of Share Capital of Sudarshan Management Services Private Limited. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an affidavit 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), (b) and (c) of the said Affidavit, the Regional Director has stated that: “(a) All the Four Petitioner Companies are Non Banking Finance Companies. Hence all the Four Petitioner Companies may be directed to file a copy of the scheme along with the copy of this Hon’ble Court’s order within 30 day’ s from the date of the order, with the RBI. (b) As per clause 17.1 of the scheme provides for reclassification of the equity share capital of the Transferee Company. 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 4 necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. (c) As per clause 17.2 of the scheme the name of the Transferee Company is proposed to be changed to “Sudarshan Securities Private Limited”. In this connection Transferee Company may be directed to comply with the provisions of section 21/23 of the Companies Act, 1956 in respect of filing necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 System of allotting the names , it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai.” 5. As far as the objection of the Regional Director as stated in paragraph 6(a) of his affidavit is concerned, the Petitioner Companies through their counsel undertakes that the Petitioner Companies shall file a copy of the Scheme alongwith copy of the order sanctioning the Scheme within 30 days from the date of order with Reserve Bank of India. The said undertaking is accepted. 6. So far as the objection of the Regional Director as stated in paragraph 6(b) of his Affidavit is concerned, the Petitioner/Transferee Company through its counsel undertakes that the Transferee Company shall comply with provisions of Sections 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of 5 Companies after payment of necessary filing fees and Stamp Duty as applicable on the said forms for reclassification of the equity share capital. The said undertaking is accepted. 7. So far as the objection of the Regional Director as stated in paragraph 6(c) of his Affidavit is concerned, the Petitioner/Transferee Company through its counsel undertakes to comply with the provisions of Section 21/23 of the Companies Act, 1956 in respect of filing necessary forms with the Registrar of Companies for change of name. The undertaking is accepted. The Petitioner through their counsel further submits that name as proposed in clause 15.2 of the Scheme of Amalgamation shall be subject to availability at the time of such application before the Registrar of Companies, Mumbai. 8. The Official Liquidator has filed his report in Company Scheme Petition Nos. 592 of 2011 to 594 of 2011 stating 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. 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. None of the parties concerned have come forward to oppose the Scheme. 10. There is no objection to the Scheme, save and except as stated in paragraph 4 above. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.592 of 2011 filed by the First Transferor Company, Company Scheme Petition No.593 of 2011 filed by the Second Transferor Company and Company Scheme Petition No. 594 of 2011 6 filed by the Third Transferor Company are made absolute in terms of prayer clauses (a) to (d) of the respective Petitions and Company Scheme Petition No. 595 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (g). 11. 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 this Order. 12. Petitioners to file a copy of this order alongwith a copy of the Scheme of Arrangement with the concerned Registrar of Companies, electronically, along with e-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry. 13. The Petitioners in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioners in Company Scheme Petition Nos. 592 of 2011 to 594 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. 14. Petitioner in Company Scheme Petition No.595 of 2011 to publish a notice of registration of order and form of minutes of reduction of capital by Registrar of Companies once each in the two local newspaper, viz , “The Free Press Journal” in English and “Maharashtra Times” in Marathi both circulating in Mumbai and also in the Maharashtra Government Gazette within 30 days of registration. 7 15. Filing and issuance of the drawn up order is dispensed with. 16. All concerned authorities to act on a copy of this order along with Scheme and Form of Minutes (annexed as Exhibit “M” to the Company Scheme Petition No.595 of 2011 ) duly authenticated by Company Registrar, High Court, (O.S), Bombay. (S. C. DHARMADHIKARI , J)