IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 589 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.466 OF 2010 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Technocraft Global Holdings Limited; AND IN THE MATTER of the Scheme of Amalgamation of Technocraft Global Holdings Limited with Ashrit Holdings Limited. Technocraft Global Holdings Limited ) A Company incorporated under the provisions ) of the Companies Act, 1956 and having its ) registered office at A-25, MIDC, Road No. 3, ) Marol Industrial Area, Andheri East, ) Mumbai – 400 093 ).Petitioner Company Mr.Nayan Rawal, Advocate for Petitioner Dr. T. Pandian, Official Liquidator Present. Mr. N.D. Sharma i/b. Mr. H.P. Chaturvedi, for Regional Director. Coram: S.C. Dharmadhikari, J. Date: 11th February, 2011 2 P. C.: 1. Heard the Counsel for Petitioner. Further affidavit taken on record. 2. The sanction of this Court is sought, under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of TECHNOCRAFT GLOBAL HOLDINGS LIMITED, Transferor Company and ASHRIT HOLDINGS LIMITED, Transferee Company. 3. The Petitioner which is the Transferor Company is the wholly owned subsidiary of the Transferee Company. By an order passed by this Court on 2nd July, 2010 in Company Summons for Direction No.466 of 2010, the filing of separate Application and Petition by the Transferee Company was dispensed with in view of the Judgment of this Court in Mahaamba Investment Limited v/s. IDI Limited [(2001) 105 Company Cases, pages 16 to 18]. Hence no separate Petition is filed by Ashrit Holdings Limited, the Transferee Company. 4. Counsel appearing on behalf of the Petitioner Company has stated that the Petitioner Company has complied with all requirements as per directions of this Court and they have filed necessary affidavits in the Court. Moreover, the Petitioner Company also 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. 5. The Regional Director has filed an affidavit and has stated that the 3 Scheme does not appear to be prejudicial to the interest of shareholders and public but for the contents of para 6(a) and 6(b) of the Affidavit. In the paragraph 6(a) and 6(b), it is stated that: 6(a) The Petitioner Companies are Non Banking Finance Companies. Hence the Petitioner Companies may be directed to file a copy of the Scheme along with the copy of this Hon’ble Court’s order within 30 day’s from the date of the order, with the Reserve Bank of India. 6(b) Clause 11 (ii) of the Scheme states that any surplus arising out of amalgamation shall be treated as Revenue Reserves in the books of Transferee Company (AHL) and shall be considered as “Free Reserve”. In this connection, it is suggested that the Reserve arising out of this scheme be treated as “Amalgamation Reserve” and shall not be utilized for the purpose of declaring dividend by the Transferee Company (AHL). Hence, the Transferee Company may be directed to give an undertaking to this effect. 6. In reply to the paragraph 6(a) and 6(b) of the Affidavit of Regional Director, the Counsel for Petitioner Company tendered an affidavit. So far as the objection in para 6(a) is concerned the Petitioner Company undertakes to file a copy of the Scheme along with the copy of this Hon’ble Court’s order within thirty days from the date of the order, with the Reserve Bank of India. This undertaking is accepted. 4 7. So far as the objection in para 6(b) of the Affidavit of Regional Director is concerned, the Petitioner Company undertakes that the Reserve arising out of this scheme will be treated as “Amalgamation Reserve” and shall not be utilized for the purpose of declaring dividend by the Transferee Company. This undertaking is also accepted. 8. The Official Liquidator has filed his Report in Company Scheme Petition No.589 of 2010 stating therein 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. 9. 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. 10. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.589 of 2010 filed by Transferor Company is made absolute in terms of prayer Clauses (a) to (g). 11. The Petitioner Company 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 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 12. The Petitioner is to pay cost Rs.10,000/- each to Regional Director and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. All concerned authorities to act on a copy of this Order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J.)