1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.637 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.619 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation Between Sharda Worldwide Exports Private Limited (‘SWEPL’ or ‘the Transferee Company) And Sharda International FZE (‘SIFZE’ or ‘the Transferor Company’) And Their Respective Shareholders Sharda Worldwide Exports Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Domnic Holm, 29th Road, Bandra (West), Mumbai – 400050, Maharashtra, India ) ) ) ) ) ..……. Petitioner Company Mr. Hemant Sethi i / b Hemant Sethi & Co. Advocates for the Petitioner. Mr. C. J. Joy i/b Mr. H.P. Chaturvedi for Regional Director CORAM: S. C. DHARMADHIKARI, J. DATE: 16th DECEMBER, 2011 2 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 between Sharda International FZE, ‘the Transferor Company’ and Sharda Worldwide Exports Private Limited, ‘the Transferee Company’ and their respective shareholders. 3. The Counsel for the Petitioner submits that the Transferor Company is the wholly owned subsidiary of the Petitioner Company. 4. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioner undertake 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 therein that save and except as stated in paragraphs 6 (a) and 6(b) of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6 (a) and 6(b) of the said Affidavit, the Regional Director has stated that: “(a) The Transferor Company viz Sharda International FZE is incorporated under the laws of United Arab Emirates having its registered office at Office No. LB 16403A116, Jebel Ali, Dubai, U.A.E. Hence, while giving effect to the scheme, the Transferee Company may be directed to comply with FEMA/RBI regulations as applicable in this regard. 3 “(b) As per clause 14.2 of the scheme, the Transferor Company shall take necessary steps for making the present scheme of amalgamation effective and for getting their names struck off the records of the appropriate authorities under the applicable laws.” 6. As far as the observations made in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Petitioner Company through its Counsel undertakes that the Petitioner Company would comply with the FEMA/RBI regulations, if applicable in this regard. The said undertaking is accepted. 7. So far as the observations made in paragraph 6(b) of the affidavit of Regional Director are concerned, the Petitioner Company through their counsel undertakes that the Petitioner Company will ensure that the name of the Transferor Company is struck off from the records of the concerned authority in accordance with the laws of United Arab Emirates and that the Petitioner Company will undertake necessary filings in this regard as per Clause 18 of the scheme. The said undertaking is accepted. 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. 637 of 2011 is made absolute in terms of prayer Clauses (a) to (c) of the Petition. 10.The Petitioner 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 4 adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 11.Petitioner to file a copy of this order alongwith a copy of the Scheme 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.The Petitioner to pay costs of Rs. 10,000/- to the Regional Director. 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. C. DHARMADHIKARI, J)