1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 245 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 204 OF 2011 ICL ROCKETS SPORTS PRIVATE LIMITED …………Petitioner / the Transferor 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 ICL Rockets Sports Private Limited (“the Petitioner / Transferor Company”) with Pan India Network Infravest Private Limited (“the Transferee Company”) and their respective shareholders Mr. Shyam Mehta, Senior Counsel with Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., for the Petitioner 2 Mrs. R,N. Sutar, Asst. Official Liquidator, present in the Company Scheme Petition No. 245 of 2011. Mr. C.J. Joy i/b H.P Chaturvedi for Regional Director. CORAM: S. C. Dharmadhikari, J. DATE: 14th October, 2011 P.C. :- 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 the Scheme of Amalgamation of ICL Rockets Sports Private Limited, the Transferor Company with Pan India Network Infravest Private Limited, the Transferee Companyand their respective shareholders (“the Scheme”). 3. The learned counsel appearing on behalf of the Petitioners submits that the Petitioner Company is a wholly owned subsidiary of Pan India Network Infravest Private Limited, the Transferee Company and that by an order passed by this Court on March 17, 2011 in Company Summons for Direction Nos. 204 of 2011, the filing of a separate Company Summons for Direction and Company Scheme Petition and a separate process in relation to the proposed Scheme by the Transferee Company, was dispensed with. 4. Learned counsel appearing on behalf of the Petitioners submits that they have complied with all requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of 3 compliance in the Hon’ble Court. Moreover, Petitioner Company 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. 5. The Regional Director has filed an affidavit stating that save and except as stated in paragraph 6 of the said affidavit, it appears that Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit it is stated that: “6 That the Deponent further submits that Clause 7.4 of the Scheme states that the excess of assets value over liabilities shall be credited to General Reserve Account and deficit if any shall be debited to General Reserve Account in the books of the Transferee Company. In this connection it is submitted that the Reserve arising out of this scheme shall be treated as “Amalgamation Reserve” and shall not be utilized for the purpose of declaring dividend by the Transferee Company in future”. 6. In reply to the aforesaid query raised by the Regional Director, the Petitioner Company through their counsel undertakes that General Reserve arising in the books of Transferee Company pursuant to the Scheme shall not be utilized 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. 245 of 2011 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 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. 245 of 2011 filed by the Transferor Company is made absolute in terms of prayer (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. Both the Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and costs of Rs. 10,000 each 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 Scheme duly authenticated by the Company Registrar, High Court, (O. S.), Bombay. (S. C. Dharmadhikari, J.)