IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.655 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.573 OF 2009 INDSEAM SERVICES LIMITED …………Petitioner / Demerged / Transferor Company. COMPANY PETITION NO.656 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.574 OF 2009 INTEGRATED SYNDICATION SERVICES PRIVATE LIMITED …Petitioner / Resulting Company COMPANY PETITION NO.657 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.575 OF 2009 SEAMLESS SYNDICATION SERVICES PRIVATE LIMITED ...Petitioner / Transferee Company In the matter of Sections 391 to 394 the Companies Act, 1956. AND In the matter of Composite Scheme of Amalgamation and Arrangement between Indseam Services Limited (‘ISL’ or ‘the Demerged Company’ or ‘the Transferor Company’) and Integrated Syndication Services Private Limited (‘ISSPL’ or ‘the Resulting Company’) and Seamless Syndication Services Private Limited (‘SSSPL’ or ‘the Transferee Company’) and their respective shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. P. Ramarao, Official Liquidator, in Company Petition No.655 of 2009 Mr. C. J. Joy and Ms. Neeta Masurkar i/b Mr. S.K. Mohapatra for Regional Director in all the Petitions. 2 CORAM: S. J. Kathawalla, J. DATE: 18th September, 2009 PC: 1. Heard learned counsels for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Composite Scheme of Amalgamation and Arrangement between lndseam Services Limited, ‘the Petitioner / Demerged / Transferor Company’ and Integrated Syndication Services Private Limited ‘the Petitioner / Resulting Company' and Seamless Syndication Services Private Limited ‘the Petitioner / Transferee Company' and their respective Shareholders. 3. Counsel appearing on behalf of the Petitioners has stated 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, Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. 3 4. The Regional Director has filed Affidavit stating therein that save and except as stated in para 6 of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public 5. The paragraph 6 of said affidavit reads thus: “That the Deponent further submits that as per clause 3.3.1(d) of the Scheme i.e. to transfer the excess of assets over liabilities as reduced by the share capital, valued at fair values, to General Reserve is not correct. The excess shall be transferred to the Capital Reserve since assets and liabilities are being value / carried at fair market values and not at book values. It is further submitted that if the proposed treatment is allowed, the Transferee Company would be enabled to build up General Reserve from out of unrealized profits/surplus arising merely on account of revaluation of assets due to scheme and thereafter, it is prone for misuse for purposes such as declaration of dividends or for issuing bonus shares.” 6. Mr. Debdas Gopikaranjan Guin, Authorised Signatory of the Petitioner / Transferee Company has filed an Affidavit 4 dated September 17, 2009 wherein the Transferee Company has agreed to substitute the words “General Reserve Account” by the words “Capital Reserve Account” in clause 3.3.1 (d) of the Scheme. Accordingly, clause 3.3.1 (d) of the Scheme stands amended to the said extent. In view thereof, the Counsel appearing on behalf of the Regional Director states that the Regional Director does not have any other objection to the scheme being sanctioned. 7. The Official Liquidator has filed his report in Company Petition No.655 of 2009 stating therein that the affairs of the Demerged / Transferor Company have been conducted in a proper manner and that the Demerged / Transferor Company may be ordered to be dissolved without winding up of the Company. 8. Upon perusal of the entire material placed on records, 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 has come 5 forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public and the Official Liquidator has stated that the affairs of the Demerged / Transferor Company have been conducted in a proper manner. 9. There is no objection to the Scheme save and except as stated in paragraphs 4 and 5 hereinabove and since all the requisite statutory compliances have been fulfilled, Company Petition No.655 of 2009, filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (d) of the respective Petition and Company Petition Nos.656 of 2009 and 657 of 2009 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (c) of the respective Petitions. 10. The Petitioner Companies 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 6 payable, if any, on the same within 60 days from the date of the order. 11. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and the Petitioner in the Company Petition No.655 of 2009 filed by the Demerged / Transferor Company to pay cost of Rs.7,500/- to the Official Liquidator. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 7