1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.418 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.373 OF 2011 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 OF Inventurus Knowledge Services Private Limited WITH Inventurus Knowledge Solutions Private Limited Inventurus Knowledge Services ) Private Limited, a company incorporated ) under the Companies Act, 1956, ) having its Registered Office at 4th Floor, ) The Corporate Centre, Nirmal Lifestyles, ) L.B.S. Marg, Mulund (W), ) Mumbai – 400 080. ) ... Petitioner Coram: S. C. Dharmadhikari, J. Date: 30th September, 2011 Mr. Dhiren Akbari, Advocate for the Petitioner. Mr. N. D. Sharma i/b Mr. H. P. Chaturvedi for Regional Director. Dr. T. Pandian, Official Liquidator present. 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 a Scheme of Amalgamation of Inventurus Knowledge 2 Services Private Limited, the Transferor Company with Inventurus Solutions Private Limited, the Transferee Company. 3. The Counsel for the Petitioner submits that the Petitioner Company is a wholly owned subsidiary company of Inventurus Knowledge Solutions Private Limited, the Transferee Company and that by order passed by this Court on 24th June, 2011 in Company Summons for Direction No.373 of 2011, the filing of separate Application and Petition by the Transferee Company was dispensed with. Hence, no proceedings are filed by the Transferee Company for obtaining sanction of the Court to the proposed Scheme of Amalgamation. 4. The Counsel further stated that the Petitioner Company has complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance. Moreover, the Petitioner Company undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 5. The Regional Director has filed an Affidavit stating therein that it appears that the Scheme is not prejudicial to the interests of the shareholders and public. 6. The Official Liquidator has filed his report stating 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. 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 have come forward to oppose the Scheme. 3 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.418 of 2011 filed by the Transferor Company is made absolute in terms of prayer Clauses (a) to (i). 9. The Petitioner 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 days from the date of the order. 10. Petitioner Company is directed to file a copy of this order alongwith a copy of 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. 11. The Petitioner Company to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J.)