IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 167 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 163 OF 2010 RUSTOMJEE KNOWLEDGE CITY PRIVATE LIMITED …………Petitioner / Transferor Company. COMPANY SCHEME PETITION NO. 168 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 164 OF 2010 ASHRAY DWELLERS PRIVATE LIMITED …… ……Petitioner / Transferee Company. In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation Between Rustomjee Knowledge City Private Limited (‘the Transferor Company’) WITH Ashray Dwellers Private Limited (‘the Transferee Company’) AND their respective Shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners. Mr. C. J. Joy i/b Mr.S.K Mohapatra for Regional Director in both the Petitions. Mr.P.Ramarao, Official Liquidator, in Company Scheme Petition No. 167 of 2010. CORAM: S. J. Kathawalla, J. DATE: 30th April, 2010 PC: 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 between Rustomjee Knowledge City Private Limited with Ashray Dwellers Private Limited and their respective Shareholders. 3. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, 2 the Petitioner Companies undertake to comply with all 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, Western Region, Ministry of Corporate Affairs has filed an affidavit in the above petitions stating that save and except as stated in para 6(a), (b) & (c) the Scheme does not appear to be prejudicial to the interest of shareholders and public. Paragraph 6 of the said affidavit read as thus:- 6(a) As per clause 12 of the scheme the name of the Transferee Company is proposed to be changed to “Rustomjee Knowledge City Private Limited”.In this connection Transferee Company may be directed to comply with the provisions of section 21/23 of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies, Mumbai. 3 (b) As per Para 10 of the scheme, the Transferee Company has proposed to issue and allot redeemable preference shares in consideration of Transferor Company’s shareholders.But Transferee Company’s authorised share capital clause do not provide for issue of preference share capital. Hence the Transferee Company may be directed to amend the capital clause of Memorandum of Association of the company for issue of such shares and also comply with the section 17 of the Companies Act. (c) However the Transferee Company does not have sufficient capital for issue of further shares to the shareholders of the Transferor Company .Hence the Transferee Company may be directed to increase its authorised share capital suitably for issue of further shares to the shareholders of the Transferor Company.Im this connection the Transferee Company may be directed to comply with provisions of section 94/97 read with Schedule X of the 4 Companies Act 1956, in respect of filing of necessary forms with the Registrar of Companies after the payment of necessary filing fee and stamp duty as applicable on the said forms. 5. So far paragraph 6(a) of the Affidavit of the Regional Director is concerned, the counsel appearing for the Transferee Company undertakes to comply with the requirement of the provisions of Section 21/23 of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies, Mumbai. As regards paragraph 6(b) of the said Affidavit is concerned, he Transferee Company undertakes to amend the Capital Clause of Memorandum of Association of the Company for issue of Redeemable Preference Shares and also to comply with Section 17 of the Companies Act and counsel further seeks leave of this Court to amend the same. Leave is granted. Amendment to be carried out within four weeks 5 of the date of the order. So far as paragraph 6(c) of the said Affidavit is concerned, the Counsel appearing for the Transferee Company undertakes to comply with the requirement of the 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 stamp duties and ROC fees as applicable. All the said undertakings are accepted. 6. The Official Liquidator has filed his report in Company Scheme Petition No. 167 of 2010 stating therein that the affairs of the Transferor Company, viz, Rustomjee Knowledge City Private Limited have been conducted in a proper manner and that it may be 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. None of the parties concerned has come forward to oppose the Scheme. 6 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 167 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 168 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 9. The Petitioner Companies 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 days from the date of the Order. 10. The Petitioners in Company Scheme Petition No. 167 and 168 of 2010 to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No. 167 of 2010 to pay costs of Rs.7,500/- to the Official Liquidator, 7 High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. 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) 8