1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 277 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 245 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 Swiss Re Healthcare Services Private Limited (“Transferor Company”) with Swiss Re Services India Private Limited (“Transferee Company”) and their respective shareholders Swiss Re Services India Private Limited .. PETITIONER CORAM : S. J. KATHAWALLA, J. DATE : 27th August 2010 Mr. Harinder Toor, Counsel i/b J. Sagar Associates, Advocates for the Petitioner. Mr. C.J. Joy with Mr. Zuber Dada i/by Mr. S. K. Mohopatra, for Regional Director. PC: 1. Heard Learned Counsel for the Petitioner. 1A. The sanction of the Court is sought to a Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 for the 2 amalgamation of Swiss Re Healthcare Services Private Limited, the Transferor Company, with Swiss Re Services India Private Limited, the Transferee Company. 2. The Counsel for the Petitioner further submits that the Petitioner has complied with all requirements as per directions of this Court and have filed necessary affidavit of compliance in the Court. Moreover, Petitioner also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 3. The Regional Director has filed an affidavit stating therein that save and except as stated in para 6 (a) to 6 (c) of the said Affidavit, the Scheme does not appear to be prejudicial to the interest of the shareholders and public. The paragraphs 6(a) to 6(c) of the said Affidavit reads that :- “ 6(a) That the Registered Office of the Transferor Company is situated in the State of Karnataka. Hence the Transferor Company has to file similar Petition before the Hon’ble High Court of Karnataka for approving the said Scheme; 6(b) As per Clause 5.2 of the Scheme, the authorised Share Capital of the Transferee Company shall proposed to be further increased to Rs.1.5 Crores. In this connection the Transferee 3 Company may be directed to comply with provisions of Section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty on the said forms; 6 (c) The Transferee Company has proposed to issue and allot shares in consideration to the foreign body corporate. In this regard the Transferee Company may be directed to comply with RBI / FEMA Act / Regulations, if any, applicable. 4. The Counsel for the Petitioner submits that the Registered Office of the Transferor Company viz. Swiss Re Healthcare Services Private Limited is situated in the State of Karnataka and that the Petition filed by the said Company for obtaining the sanction to the present Scheme for Amalgamation in the Karnataka High Court is pending before the said Court. 5. So far as paragraph 6(b) of the said Affidavit is concerned, the Transferee Company undertakes to comply with the provisions of Sections 94/97 read with Schedule X of the Companies Act 1956 in respect of filing forms with the Registrar of Companies after payment of necessary stamp duty and ROC fees, as applicable. The undertaking is accepted. 4 6. So far as paragraph 6 (c) of the said Affidavit is concerned, the Transferee Company undertakes to comply with RBI / FEMA Act / Regulations, if any, as applicable. The 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 have come forward to oppose the Scheme. 8. There is no objection to the Scheme save and except as stated in paragraphs 3 to 6 hereinabove and since all the requisite statutory compliances have been fulfilled, Company Petition No. 277 of 2010 filed by Swiss Re Services India Private Limited, the Transferee Company is made absolute in terms of prayers (a) to (f). The Scheme is sanctioned subject to the order to be passed by the Karnataka High Court in the Petition filed by the Transferor Company. 9. The Transferee 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 the date of the order. 5 10. The Petitioner to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up Order is dispensed with. 12. All authorities concerned to act on a copy of this Order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)