1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.528 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.330 OF 2011 M/s. Micro Associates Consultancy (India) Private Limited .....Petitioner/ First Transferor Company AND COMPANY SCHEME PETITION NO.529 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.331 OF 2011 M/s. Addon Automation Private Limited. .....Petitioner/ Second Transferor Company WITH COMPANY SCHEME PETITION NO.530 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.332 OF 2011 M/s. Micro Cloud Computing Private Limited. ……Petitioner / Transferee Company In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of M/s. Micro Associates Consultancy (India) Private Limited. AND In the matter of Scheme of Amalgamation between M/s. Micro Associates Consultancy (India) Private Limited AND M/s. Addon Automation Private Limited WITH M/s. Micro Cloud Computing Private Limited. 2 Mr. Rahul Oak, Advocate for the Petitioners in all Petitions. Mrs. Jyostna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. Mrs. R. N. Sutar, Asst. Official Liquidator, present in CSP Nos.528 of 2011 and 529 of 2011. CORAM: S. C. Dharmadhikari, J. DATE : 18th November, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation between M/s. Micro Associates Consultancy (India) Private Limited and M/s. Addon Automation Private Limited with M/s. Micro Cloud Computing Private Limited under Sections 391 to 394 of the Companies Act, 1956. 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, Petitioner Companies 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 Official Liquidator has filed his report in CSP Nos. 528 of 2011 and 529 of 2011 stating that the affairs of the Transferor 3 Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6 of the said Affidavit, it is stated that:- “(a) Clause 12(c) of the scheme states that the aggregate excess or deficit of value of the net assets over paid up value of shares issued and allotted to the shareholders of the transferor company shall be transferred by the Transferee Company to its General Reserve Account. In this connection it is submitted that the Reserve arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.” (b) That the Deponent further submits that, Clause 13 of the Scheme deals with change in main objects of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be directed to comply with provisions of section 40 read with section 18 of the Act and to file amended copy of Memorandum of Association along with Form No.21 with the Registrar of Companies. (C) The registered office of the 1st transferor company is situated in Pune i.e. under jurisdiction of the Registrar of Companies, Pune. While giving effect to the scheme with reference to Para 16 & 20 of the scheme, 1st transferor company has to file certified copy of the order sanctioning the present scheme of amalgamation with the Registrar of Companies, Pune.” 6. As far as the objection in paragraph 6 (a) of the Affidavit of Regional Director is concerned, the Transferee Company through its counsel undertakes that the Transferee Company 4 shall not utilize the reserve arising out of the present Scheme for the purpose of declaration of dividend by the Transferee Company in future. The said undertaking is accepted. 7. So far as the objection in paragraph 6 (b) of the Affidavit of Regional Director is concerned, the Transferee Company through its counsel undertakes to comply with the provisions of Section 40 read with Section 18 of the Act and to file an amended copy of the Memorandum of Association along with Form No.21 with the Registrar of Companies. The said undertaking is accepted. 8. So far as the objection in paragraph 6 (c) of the Affidavit of Regional Director is concerned, the 1st Transferor Company through its counsel undertakes to file a certified copy of the Order sanctioning the present Scheme of Amalgamation with the Registrar of Companies, Pune. The said undertaking is accepted. 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 has come forward to oppose the Scheme. 10. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 528 of 2011, 529 of 2011 5 and 530 of 2011 filed by the Petitioner Companies are 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 the order. 12. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation 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 both Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in Company Scheme Petition Nos. 528 of 2011 and 529 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 14. Filing and issuance of the drawn up order is dispensed with. 15. 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.)