1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 457 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 427 OF 2011 PRANAMI PROPERTIES PRIVATE LIMITED …………Petitioner / Transferor Company AND COMPANY SCHEME PETITION NO. 458 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 428 OF 2011 MRIGAKSHI MULTITRADING PRIVATE LIMITED …………Petitioner / Transferee Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Pranami Properties Private Limited ( ‘Transferor Company’) With Mrigakshi Multitrading Private Limited (‘Transferee Company’) And their respective Shareholders. Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., for the Petitioners 2 Dr. T. Pandian, Official Liquidator, present in the Company Scheme Petition No. 457 of 2011 Mr. C.J. Joy, i/b H.P Chaturvedi for Regional Director in both Petitions. CORAM: S. C. DHARMADHIKARI, J. DATE: 7th OCTOBER, 2011 P.C. :- 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 Scheme of Amalgamation of Pranami Properties Private Limited with Mrigakshi Multitrading Private Limited, the Transferee Company and their respective shareholders. 3. Learned 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 undertakes 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 that save and except as stated in paragraph 6 of the said affidavit, it appears 3 that Scheme is not prejudicial to the interest of shareholders and public. 5. The Counsel appearing for the Regional Director has drawn my attention to paragraph 6 of the affidavit of the Regional Director in which it is stated that: “That the Deponent further submits that, Clause 6.4 of the Scheme states that the excess, after recording the entries in sub clause 6.1 to 6.3 of the scheme shall be credited as General Reserve Account of the Transferee Company. In this connection it is submitted that the Reserve arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.” 6. In response to above observations of the Regional Director, the Transferee Company undertakes that it will not utilize the Reserve arising out of this Scheme for the purpose of declaring dividend in future. The said undertaking is accepted. 7. The Official Liquidator has filed his report in Company Scheme Petition No. 457 of 2011 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 by this Court. 4 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 has come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 457 of 2011 and Company Scheme Petition No. 458 of 2011 filed by the Transferor Company and the Transferee Company respectively are made absolute in terms of prayer clauses (a) to (d). 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 this Order. 11. Petitioner Companies are directed to file a copy of this order alongwith a copy the Scheme of Amalgamation with the concerned Registrar of companies, electronically, along with E-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 12. Both the Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in Company Scheme Petition No. 457 of 2011 to pay cost of Rs. 10,000 to the Official Liquidator, High 5 Court, Bombay. 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, (O. S.), Bombay. (S. C. DHARMADHIKARI, J)