1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 138 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 740 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of 1. Akash-Tatva Investments Private Limited, 2. Devita Investments Private Limited, 3. Mohini Investments Private Limited, 4. Fino Communication Equipments Private Limited, 5. K. P. Investments Private Limited, 6. VKC Investments Private Limited, 7. Coated Fabrics Private Limited, 8. Corrugated Box Industries (India) Private Limited, 9. Finolib Chemicals Private Limited, 10. Majesty Investments Private Limited, 11. Pratibha Xero-Graphic Impressions Private Limited, 12. Hi-Tech Poly Coatings Private Limited, 13. Magnum Machines Private Limited, 14. M.I. S. Implant Technologies (India) Private Limited Into Orbit Electricals Private Limited Akash-Tatva Investments Private Limited …… Petitioner/ 1st Transferor Company And COMPANY SCHEME PETITION NO. 139 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 741 OF 2010 Devita Investments Private Limited …… Petitioner/ 2nd Transferor Company 2 And COMPANY SCHEME PETITION NO. 140 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 742 OF 2010 Mohini Investments Private Limited…… Petitioner/ 3rd Transferor Company And COMPANY SCHEME PETITION NO. 141 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 743 OF 2010 Fino Communication Equipments Private Limited … Petitioner/4th Transferor Company And COMPANY SCHEME PETITION NO. 142 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 744 OF 2010 K. P. Investments Private Limited …… Petitioner/5th Transferor Company And COMPANY SCHEME PETITION NO. 143 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 745 OF 2010 VKC Investments Private Limited …… Petitioner/6th Transferor Company And COMPANY SCHEME PETITION NO. 144 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 746 OF 2010 Coated Fabrics Private Limited …… Petitioner/7th Transferor Company 3 And COMPANY SCHEME PETITION NO. 145 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 747 OF 2010 Corrugated Box Industries (India) Private Limited …… Petitioner/8th Transferor Company And COMPANY SCHEME PETITION NO. 146 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 748 OF 2010 Finolib Chemicals Private Limited …… Petitioner/9th Transferor Company And COMPANY SCHEME PETITION NO. 147 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 749 OF 2010 Majesty Investments Private Limited …… Petitioner/10th Transferor Company And COMPANY SCHEME PETITION NO. 148 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 750 OF 2010 Pratibha Xero-Graphic Impressions Private Limited …… Petitioner/11th Transferor Company And COMPANY SCHEME PETITION NO. 149 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 751 OF 2010 Hi-Tech Poly Coatings Private Limited …… Petitioner/12th Transferor Company 4 And COMPANY SCHEME PETITION NO. 150 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 752 OF 2010 Magnum Machines Private Limited …… Petitioner/13th Transferor Company And COMPANY SCHEME PETITION NO. 151 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 753 OF 2010 M.I. S. Implant Technologies (India) Private Limited …Petitioner/14th Transferor Company And COMPANY SCHEME PETITION NO. 152 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 754 OF 2010 Orbit Electricals Private Limited ...…Petitioner/Transferee Company Mr. Ashish Kamat i/b M/s Chitnis & Co. Advocates for the Petitioners in all Petitions. Ms. Jyotsna Pandhi i/b Dr. T.C. Kaushik for Regional Director in all Petitions Dr. T. Pandian, Official Liquidator in Company Scheme Petitions No. 138 of 2011 to 152 of 2011 CORAM: S. J. KATHAWALLA J Dated: 29th July, 2011 PC: 1. Heard learned Counsel for parties. 2. The sanction of this Hon’ble Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Akash-Tatva Investments 5 Private Limited, Devita Investments Private Limited, Mohini Investments Private Limited, Fino Communication Equipments Private Limited, K. P. Investments Private Limited, VKC Investments Private Limited, Coated Fabrics Private Limited, Corrugated Box Industries (India) Private Limited, Finolib Chemicals Private Limited, Majesty Investments Private Limited, Pratibha Xero-Graphic Impressions Private Limited, Hi-Tech Poly Coatings Private Limited, Magnum Machines Private Limited, M.I. S. Implant Technologies (India) Private Limited into Orbit Electricals Private Limited. 3. The Counsel appearing on behalf of the Petitioners has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the 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 paragraph 6 of the 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: “That the Deponent further submits that, the petitioner companies through their advocates furnished a copy of Valuation Report prepared by M/s B.K. Khare & Co., Charted Accountants, recommending the Swap Ratio in relation to the proposed scheme of amalgamation between the Transferor Companies and Transferee Company. In the Valuation Report under the heading “Principles and Assumptions” reveals at para 3 that “Land and Building 6 have been valued at market value (as provided by the management) as on the date of valuation”. As the valuer has not arrived the Swap ratio on scientific method, the correctness of the Swap Ratio arrived was taken up with the petitioner companies through their advocate viz. Chitnis & Co.. In reply the advocate for the petitioner companies have submitted their letter dated 21/06/2011 (copy annexed hereto and marked as Exhibit “D”) wherein it has been stated that the Land and Building have been valued by Mr. S.V. Kushte (Chartered Civil Engineer and Govt. approved valuer) who has submitted his report dated 09/10/2010. Based on the said report of Charted Civil Engineer and Govt. approved valuer, the Valuation report was prepared by M/s B.K. Khare & Co., Chartered Accountants for the purpose of ascertaining the Swap Ratio in relation to the proposed Scheme of Amalgamation. As the valuation report prepared by the Chartered Accountant is silent about the report submitted by Mr. S.V. Kushte (Chartered Civil Engineer and Govt. approved valuer), the said facts are being bought to the notice of this Hon’ble High Court.” 5. With reference to the above paragraph of the Affidavit filed by Regional Director, the Advocates of the Petitioner submits that immovable property was valued through a scientific method by Mr. S.V. Kushte, Chartered Civil Engineer and Govt. approved valuer. The valuation report of immovable property by Mr. S.V. Kushte, Chartered Civil Engineer and Govt. approved Valuer was dated 9th October, 2010 and the same Report was made available by the management to Mr. B. K. Khare & Co., Chartered Accountants, for the purpose of ascertaining the Swap Ratio in relation to the proposed Scheme of Amalgamation. On the basis of the report of immovable property prepared on the scientific method, Mr. B. K. Khare & Co., 7 Chartered Accountant has arrived at the swap ratio. The Counsel further states that a copy of the Valuation Report given by Mr. S.V. Kushte, Chartered Civil Engineer and Govt. approved valuer was also submitted to the Regional Director for their further consideration in order to make his report. The statement made by the Learned Counsel is accepted. 6. The Official Liquidator has filed his report stating that the affairs of the Petitioner/ Transferor Companies have been conducted in proper manner and that Petitioner/ 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. There is no further objection to the Scheme save and except, as stated in paragraphs 4 and 5 herein above and since all the requisite statutory compliances have been fulfilled, all the Company Scheme Petitions i.e. the Company Scheme Petitions No. 138 of 2011 to 151 of 2011 filed by the Transferor Companies and the Company Scheme Petition No.152 of 2011 filed by the Transferee Company are made absolute in terms of prayer clause (a) of the respective Petitions. 9. The Petitioner to lodge an authenticated copy of this Order and the Scheme, duly authenticated by the Company Registrar, High Court, 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. 10. The Petitioners in all Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in Company Scheme Petition 8 No. 138 of 2011 to 151 of 2011 to pay a sum of Rs. 10,000/- to Official Liquidator towards his costs. 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 along with the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla J.)