1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 392 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 464 OF 2010. iKisan Limited ...Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 393 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 465 OF 2010. City Pulse Properties Limited....Petitioner/Transferee Company In the matter of the Companies Act, 1956(i of 1956); And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Sections 391 & 394 of the Companies Act, 1956; In the matter of Scheme of Amalgamation of i Kisan Limited (Transferor Company) with City Pulse Properties Limited and their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioner. Dr. T. Pandian Dy. Official Liquidator in Company Scheme Petition No. 392 of 2010 Ms. J.N Pandhi i/b Mr. S.K. Mohapatra for Regional Director in both the Petitions.. CORAM: S.J. KATHAWALLA. J DATE: 27TH AUGUST 2010 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of i Kisan Limited with City Pulse Properties Limited and their Respective Shareholders. 3. Counsel appearing on behalf of the Petitioners have stated that the Petitioner Companies 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 through their counsel undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 4. The Regional Director has filed an affidavit and has stated in paragraph 6 thereof that: (a) As per clause 5.6 of the Scheme, the Transferee Company shall to the extent required, increase its authorised share capital in order to issue preference shares under the scheme. In this connection the Transferee Company may be directed to comply with the provisions of sections 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. (b) As per clause 17 of the Scheme, the name of the Transferee Company shall be changed to “ iKisan Limited” or such other name as may be approved by the Registrar of Companies. In this connection Transferee Company may be directed to comply with the provisions of section 20/21 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerised MCA 21 system of allotting the names, it is systemically not possible to reserve the names. Therefore, the name if available, at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai. 3 5. Save and except as stated in para 6(a) & 6(b) it appears that the scheme is not prejudicial to the interest of the shareholders and public. 6. The Petitioners through their Counsel undertakes to comply with the aforesaid two requisitions raised by the Regional Director. The said undertakings are accepted. 7. The Official Liquidator has filed a report in Company Scheme Petition No. 392 of 2010 stating therein that the affairs of the Transferor Company has 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, the Company Scheme Petition No. 392 of 2010 is made absolute in terms of prayer clause (a) to (d) and Company Scheme Petition No. 393 of 2010 is made absolute in terms of prayer clauses (a) to (c). 10. The Petitioner Companies 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 to pay costs of Rs.10,000/- each to the Regional Director. Petitioner in Company Scheme Petition No. 392 of 2010 to pay sum of Rs. 10,000/- to the Official Liquidator. 4 12. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. 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.)