1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.582 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.528 OF 2011 M/s. Shyam Ahuja Investments Private Limited .....Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO.583 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.529 OF 2011 M/s. Deep Homes & Constructions 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 AND In the matter of M/s. Deep Homes & Constructions Private Limited AND In the matter of Scheme of Merger of M/s. Shyam Ahuja Investments Private Limited with M/s. Deep Homes & Constructions Private Limited under section 391 to 394 of the Companies Act, 1956. Mr. Rahul Oak, Advocate for the Petitioners in both Petitions. Mr. C. J. Joy and Mr. P. Khosla i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. Mrs. R. N. Sutar, Asst. Official Liquidator, present. CORAM: S. C. Dharmadhikari, J. DATE : 18th November, 2011 2 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation of M/s. Shyam Ahuja Investments Private Limited with M/s. Deep Homes & Constructions 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 No. 583 of 2011 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company 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 paragraph 6 of the said Affidavit, it is stated that:- 3 “6 That the Deponent further submits that, Clause 11(c) of the scheme states that the aggregate excess or deficit of the value of net assets determined over the paid up value of the shares issued and allotted to the shareholders of transferor company shall be transferred by the Transferee Company to its General Reserve Account of the Transferee company. 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.” 6. So far as the objection in paragraph 6 of the Affidavit of Regional Director is concerned, the Transferee Company through its counsel undertakes that the Transferee Company 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. 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. 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 582 of 2011 and 583 of 2011 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (d). 9. 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 4 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. 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. 11. 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 No. 582 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. 12. Filing and issuance of the drawn up order is dispensed with. 13. 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.)