1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.398 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.381 OF 2009 IPH India Private Limited. ...Petitioner Mr. Hemant Sethi i/by Hemant Sethi & Co. advocates for Petitioner Mr. P. Rama Rao, Official liquidator, present Mr. C. J. Joy with Mr. S. K. Mohapatra for the Regional Director. CORAM : S. J. KATHAWALLA J DATE: 29th September 2009 P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Amalgamation of IPH India Private Limited, the Petitioner/Transferor Company with Multi-Act Trade and Investments Private Limited, the Transferee In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of IPH India Private Limited with Multi-Act Trade and Investments Private Limited and their respective shareholders 2 Company and their respective shareholders. The Petitioner Company is 100% subsidiary of the Transferee Company. 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed his affidavit in reply and has stated in para 6(a) that since the Transferee Company is a Non Banking finance Company, the Transferee Company may be directed to file copy of the Scheme along with copy of the order with the Reserve Bank Of India within a period of one month. The Petitioner through their counsel undertakes that necessary intimation will be given to the Reserve Bank of India within a period of 30 days of the Scheme being sanctioned . 5. In para 6(b) of the affidavit, it is further stated that as per clause 7.1(c) of the Scheme, the surplus, if any, of value of assets over the liabilities of the Transferor Company shall be credited to an appropriate reserve account and that the nature of the reserve account is not mentioned. In this regard it is submitted that the surplus shall be transferred to “Capital Reserve” since the Transferee Company proposes to record the assets and liabilities at fair value and the same shall not be available for declaration of dividends or issuing bonus shares as the reserve arose only on revaluation of assets. The Petitioners through their counsel undertakes that surplus shall be transferred to “Capital Reserve” and will not be available for declaring dividend or issuing bonus shares. Both the aforesaid undertakings are accepted. It is further stated that save and except as stated in para 6A & 6B, the Scheme does not appear to be prejudicial to the interest of Shareholders and public. 3 6. The Official Liquidator has filed report stating that the affairs of the Petitioner/ Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved without order of wound up. 7. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 8. There is no objection to the Scheme save as mentioned in paragraphs four and five above and since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clause (a). 9. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 60 days of obtaining the authenticated copy of this Order. 10. The Petitioner to pay cost of Rs.7500/- each to the Regional Director and Official liquidator. 11. Cost to be paid within 4 weeks. Petitioner to comply with statutory compliances, applicable, if any. 12. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J)