1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 87 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 12 OF 2011 Exel Technologies (India) Private Limited …….Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 88 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 13 OF 2011 Exel Finishing Private Limited ……….Petitioner/Transferee Company In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation of Exel Technologies (India) Private Limited With Exel Finishing Private Limited And their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners. Dr. T. Pandian Dy. Official Liquidator, present in Company Scheme Petition No. 87 of 2011. Ms. Purnima Awasthi, i/b Mr. H.P. Chaturvedi for Regional Director in both the Petitions. CORAM: S.J. KATHAWALLA, J DATE: 17TH JUNE 2011 P.C. 1. Heard counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Exel Technologies (India) Private Limited, (‘the Transferor 2 Company’) with Exel Finishing Private Limited (‘the Transferee Company’) and their respective shareholders. 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, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6(a) and 6(b) of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and (b) of the said Affidavit, the Regional Director has stated that: (a) The whole of the shareholding of the Transferor and Transferee Company are held by Foreign Body Corporates. In this connection it is respectfully submitted that while giving effect to the scheme Transferor and Transferee Company may be directed to comply with FEMA/RBI Guidelines in this regard. (b) As per clause 14(iii)(b) of the Scheme, proposes to increased the “ authorized share capital by additional amount of Rs 3 crores. In this connection the Transferee 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 fees and stamp duty as applicable on the said forms. 5. As far as the objection of Regional Director in paragraph 6(a) of his Affidavit is concerned, the Petitioner/Transferee Company through their counsel undertakes to comply with relevant provisions of RBI / FEMA Guidelines. The said undertaking is accepted. 6. So far as objection of the Regional Director in paragraph 6(b) of his Affidavit is concerned, the Petitioner/Transferee Company through undertakes to comply with provisions of Section 94 / 97 read with Schedule X of the Companies Act 1956, in respect of filing of 3 necessary forms with the Registrar of Companies after payment of necessary filing fees and stamp duty as may applicable on the said forms. The said undertakings is also accepted. 7. The Official Liquidator has filed his report 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. 8. 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. 9. Since all the requisite statutory compliances have been fulfilled both Company Scheme Petitions are made absolute in terms of prayer clause (a) of the respective Petition. 10. The Petitioners 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 order. 11. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director and Petitioner in Company Scheme Petition No. 87 of 2011 to pay costs of Rs. 10,000/- 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 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.J. KATHAWALLA, J)