IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.507 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.608 OF 2009 JEEVAN FINVEST PRIVATE LIMITED. …………Petitioner / First Transferor Company. AND COMPANY PETITION NO.508 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.609 OF 2009 TULIP ELECTROAPPLIANCES PRIVATE LIMITED. …Petitioner / Second Transferor Company AND COMPANY PETITION NO.509 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.610 OF 2009 DART ELECTRONICS LIMITED ……Petitioner / Third Transferor Company. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the 1 Companies Act, 1956; AND In the matter of Scheme of Amalgamation of JEEVAN FINVEST PRIVATE LIMITED, TULIP ELECTROAPPLIANCES PRIVATE LIMITED, and DART ELECTRONICS LIMITED with SAWINI FINVEST PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. M. Chandanamuthu, Dy. Official Liquidator in C.P. No.207 of 2009 and 208 of 2009. Mr. C. J. Joy and Mr. Rajendra Kumar i/b Mr. S.K. Mohapatra for Regional Director in both Company Petition. CORAM: S. J. Kathawalla, J. DATE: 21st August, 2009 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of JEEVAN FINVEST PRIVATE 2 LIMITED, the First Transferor Company TULIP ELECTROAPPLIANCES PRIVATE LIMITED, the Second Transferor Company and DART ELECTRONICS LIMITED, the Third Transferor Company with SAWINI FINVEST PRIVATE LIMITED, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners Companies stated that all the Transferor Companies are wholly owned subsidiaries of the Transferee Company. He has further submitted that in view of the Judgment in the case of Mahaamba Investment Limited v/s IDI Limited (2001) 105 Company Cases page 16 to 18 filing of Application and Petition of the Transferee Company has been dispensed with by order dated 8th may, 2009 by the learned single Judge. 4. 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 5. 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. 6. The Paragraph 6 of the said Affidavit reads thus: “That the Deponent further submits that, the clause 12.2 of the Scheme is ambiguous. The said clause dose not state as to which Reserve Account i.e. Capital Reserve or Revenue Reserve Account, the excess of the value of assets over the value of liabilities of Transferor Companies would be Transferred. Since the company proposed adopt purchase method of accounting in giving effect to the scheme of amalgamation, the excess, if any, shall be transferred to “ Capital Reserve” or “Amalgamation Reserve” only and not to “General Reserve or “Revenue Reserve” . 7. In reply to the aforesaid objection raised by the Regional Director, Counsel appearing on behalf of the Petitioners has stated that the Transferee Company undertakes to transfer the excess of the value of assets over the value of liabilities of Transferor Companies to the 4 “Amalgamation Reserve”. Accordingly, clause 12.2 of the Scheme would stand amended to the said extent. 8. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 9. 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 forward to oppose the Scheme. 10. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.207 of 2009, 208 of 2009 and 209 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (j). 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 30 days from the date of the order. 5 12. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and to the Official Liquidator. 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 Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 6