1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 439 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 224 OF 2010 SURI SPORTS INDUSTRIES PRIVATE LTD. … Petitioner /Transferor Company AND COMPANY SCHEME PETITION NO. 440 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 225 OF 2010 DIAMOND SPORTS PRIVATE LIMITED …Petitioner/ Transferee Company In the matter of the Companies Act, 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation / Arrangement. Between Suri Sports Industries Private Ltd. (“Transferor Company”) AND Diamond Sports Private Limited (“Petitioner Company”) AND Their respective Shareholders and Creditors. Mr. Rambir Krishan i/b M/s Singhania & Co., Advocates for the Petitioners in both petitions Mr. C. J. Joy i/b Mr. H. P. Chaturvedi for Regional Director in both petitions 2 Dr. T. Pandian, Official Liquidator present in Court in CSP NO. 439 OF 2010 Coram: : S. J. Vazifdar, J. Dated: 8th April, 2011 PC : 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation between Suri Sports Industries Private Limited, the Transferor Company and Diamond Sports Private Limited, the Transferee Company and their respective shareholders and creditors for the amalgamation of Transferor Company with Transferee Company. 3. The Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all the requirements as per directions of the Court and they have filed necessary Affidavits of compliance of the Court. Moreover, the Petitioner Companies undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956, and the rules made there under. The undertaking is accepted. 4. The Regional Director has filed an Affidavit, inter alia, stating therein that save and except as stated in paragraphs 6, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In Paragraph 6 of the said affidavit, it is stated that :- “ 6. the deponent further submits that, clause 11.2 of the scheme states that the Transferee Company shall, before allotment of the equity shares in terms of the scheme, increased its Authorized Share Capital by creation of at least such number of equity shares of Rs. 10/- each as may be necessary to satisfy its obligations under the scheme. Clause 11.3 of the scheme states that authorized share capital of the Transferee Company shall be changed from Rs. 15,00,000/- to Rs. 20,00,000/- However, the scheme specifically does not provide for merger of authorized share capital of the Transferor Company with the 3 authorized share capital of the Transferee Company. 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 fee and stamp duty as applicable on the said forms, in this regard.” 5. So far as remarks made by the Regional Director in Paragraph 6 of the Affidavit are concerned, the Transferee Company undertakes to comply with provisions of Sections 94/97 read with Schedule X of Companies Act, 1956. The Transferee Company also undertakes that it will file the necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. Both the said undertakings are accepted. 6. The Official Liquidator has filed his report in Company Scheme petition No.439 of 2010 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be kindly ordered to be dissolved. 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. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.439 of 2010 and Company Scheme Petition No.440 of 2010 are made absolute in terms of prayer Clauses (a) to (g) of the respective Petitions. 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 cays from date of the Order. 10. The Petitioner Companies in both the Petitions to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai, and the Petitioner Company in Company Scheme Petition No.439 of 2010 to pay a sum of Rs.10,000/- to 4 the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from the date of the order. 11. Filing and issuance of the drawn up is dispensed with. 12. All authorities concerned to act on a copy of this order duly authenticated by Company Registrar, High Court of Bombay. (S. J. Vazifdar, J.)