1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.479 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.454 OF 2011 IN THE MATTER OF THE COMPANIES ACT, 1956. AND IN THE MATTER OF SECTION 391 & 394 OF THE COMPANIES ACT, 1956. AND IN THE MATTER OF HR CAFÉ INDIA PRIVATE LIMITED AND IN THE MATTER OF SCHEME OF AMALGAMATION BETWEEN HR CAFÉ INDIA PRIVATE LIMITED AND JSM CORPORATION PRIVATE LIMITED HR CAFÉ INDIA PRIVATE LIMITED ) a company duly Registered ) under the Companies Act, 1956 ) and having its registered office at ) Todi Industrial Estate, 3rd floor , ) Sunmill Compound, ) Senapati Bapat Marg, Lower Parel, ) Mumbai 400 013 ) ..PETITIONER Mr. Nimish G. Pandya, i/b M/s. Pandya & Co., Advocates for the Petitioner. Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP No.479 of 2011. Mr. C.J. Joy and Mr. H.V. Mehta i/b. Mr. H.P. Chaturvedi, for Regional Director. CORAM: S. C. Dharmadhikari, J DATE : 2nd December, 2011 PC: 1. Heard Counsel for the parties. 2 2. The sanction of the Court has been sought under Sections 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation between HR Café India Private Limited and JSM Corporation Private Limited. 3. The Counsel appearing on behalf of the Petitioner Company states that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company undertakes 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. Counsel for the Petitioner states that the Petitioner / Transferor Company is a wholly owned subsidiary of JSM Corporation Private Limited, the Transferee Company and that in view of the judgment in case of Mahaamba Investments Limited versus IDI Limited [2001(Vol.105) Company Cases 16], the filing of a separate Application and Petition by the Transferee Company for obtaining sanction to the present Scheme was dispensed with by an Order passed by this Court on 22nd July, 2011 in Company Summons for Direction No.454 of 2011 . 5. The Regional Director has filed an Affidavit stating that it appears that the Scheme is not prejudicial to the interest of shareholders and public. 3 6. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have not been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. From the material on record, the Scheme appears to be fair and reasonable and is not violative to any provisions of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme as proposed. 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.479 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (f) of the Petition. 9. The Petitioner Company to lodge a 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 date of the order. 10. The Petitioner to file a copy of this Order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically alongwith E-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 4 11. The Petitioner Company to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai and also 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. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order alongwith the Scheme of Amalgamation duly authenticated by the Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J.)