1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 332 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 296 OF 2010 Acme Amrut Building Developers Private Limited Petitioner/ Transferor Company No.1 AND COMPANY SCHEME PETITION NO. 333 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 297 OF 2010 Acme Amrut Property Developers Private Limited Petitioner/ Transferor Company No.2 AND COMPANY SCHEME PETITION NO. 334 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 298 OF 2010 Acme Dwellers Private Limited Petitioner/ Transferor Company No.3 AND COMPANY SCHEME PETITION NO. 335 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 299 OF 2010 Acme Residential Complexes Private Limited Petitioner/ Transferor Company No.4 AND 2 COMPANY SCHEME PETITION NO. 336 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 300 OF 2010 Prangan Housing Complexes Private Limited Petitioner/ Transferor Company No.5 AND COMPANY SCHEME PETITION NO. 337 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 301OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of the Scheme of Amalgamation of - Acme Amrut Building Developers Private Limited, Acme Amrut Property Developers Private Limited, Acme Dwellers Private Limited, Acme Residential Complexes Private Limited, Prangan Housing Complexes Private Limited, With Acme Housing India Private Limited Acme Housing India Private Limited ...Petitioner/ Transferee Company Ms. Pallavi Dedhia i/b M/s Sanjay Udeshi & Co, Advocate for the Petitioners. Mr. N.D. Sharma i/b Mr. H. P. Chaturvedi, for the Regional Director in all Petitions 3 Dr. T. Pandian, Official Liquidator present in CSP Nos.332 of 2010 to 336 of 2010. Coram: S. C. Dharmadhikari, J. Date : 11th February, 2011 P.C:- 1. Heard Learned Counsel for the parties. Further Affidavit is taken on record. 2. The sanction of the court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation Acme Amrut Building Developers Private Limited, Acme Amrut Property Developers Private Limited, Acme Dwellers Private Limited, Acme Residential Complexes Private Limited, Prangan Housing Complexes Private Limited, the Transferor Companies with Acme Housing India Private Limited, the Transferee Company. 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 through their counsel also undertakes 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 had filed his affidavit stating therein that save and except what is stated in paragraph 6 of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of the shareholders and public. In paragraph 6 of his Affidavit, the Regional Director has stated that:- 4 “That the Deponent further submit that clause 10 (e) of the Scheme provides that the difference between the Net Assets of the Transferor Companies and Equity Share capital issued to the shareholders of the Transferor Companies on Amalgamation by the Transferee Company shall be credited by the Transferee Company to its General Reserve Account. General Reserve shall constitute as a free reserve as if the same was created by the Transferee Company out of its own on and distributable profits. In this connection it is submitted that the reserve arising out of the Scheme shall be treated as Amalgamation Reserve and shall not to be utilized for the purpose of declaring dividend by the Transferee Company in future.” 5. In reply to the aforesaid query raised by the Regional Director, the counsel tendered an Affidavit of the Transferee Company giving an undertaking that the reserve arising out of the Scheme will be treated as Amalgamation Reserve and will not be utilized for the purpose of declaring dividend by the Transferee Company in future. The said undertaking is accepted. 6. The Official Liquidator has filed his Report in Company Scheme Petition No.332 of 2010 to 336 of 2010 stating therein that the affairs of the Transferor Company 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 5 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, I am of the considered view that the scheme shall have to be sanctioned, subject to one condition as raised by the Regional Director in paragraph 6 of his common Affidavit. In the circumstances, Company Scheme Petition Nos.332 of 2010 to 337 of 2010 are made absolute in terms of prayer Clause (A) of the respective Petition. 9. The Transferee Company 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. 10. The Petitioners in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region Mumbai. The Petitioner Company in Company Scheme Petition Nos.332 of 2010 to 336 of 2010 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order alongwith the scheme duly authenticated by Company Registrar, High Court, Bombay. (S. C. DHARMADHIKARI J.)