1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION Company Scheme Petition No 106 of 2011 Connected with Company Summons for Direction No 52 of 2011 TRILOCHAN INVESTMENTS COMPANY PRIVATE LIMITED …….. First Transferor / Petitioner Company Company Scheme Petition No 107 of 2011 Connected With Company summons for Direction No 53 of 2011 DEVINDER INVESTMENTS COMPANY PRIVATE LIMITED …….. Second Transferor / Petitioner Company Company Scheme Petition No 108 of 2011 Connected With Company Summons for Direction No 54 of 2011 HANWANTBIR INVESTMENT COMPANY PRIVATE LIMITED …….. Third Transferor / Petitioner Company Company Scheme Petition No 109 of 2011 Connected With Company Summons for Direction No 55 of 2011 TRILOCHAN SAHNEY FINANCE AND HOLDINGS PRIVATE LIMITED …….. Transferee / Petitioner 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 BETWEEN Trilochan Investments Company Private Limited (First Transferor Company) AND Devinder Investments Company Private Limited (Second Transferor Company) AND Hanwantbir Investment Company Private Limited (Third Transferor Company) 2 WITH Trilochan Sahney Finance and Holdings Private Limited (Transferee Company) AND Their respective Shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners in all Petitions. Dr. T. Pandian Official Liquidator present in Company Scheme Petition Nos. 106 to 108 of 2011. Ms. Jyotsna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions CORAM: S. J. VAZIFDAR, J DATE: 21st April, 2011 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 Trilochan Investments Company Private Limited and Devinder Investments Company Private Limited and Hanwantbir Investment Company Private Limited with Trilochan Sahney Finance and Holdings Private Limited and their Respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners through their counsel 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. 4. 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 the shareholders and public. 3 5. The Counsel appearing for the Regional Director has drawn my attention to paragraphs 6 (a) and 6 (b) of the affidavit of the Regional Director in which it is stated that: (a) As per Clause 7 of the scheme the name of Transferee Company is proposed to be changed to “Trilochan Investment Company Private Limited (TICPL)”. In this connection Transferee Company may be directed to comply with the provisions of section 21 of the companies act 1956 in respect of filling of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 Systems of allotting the names, it is systemically not possible to reserve the names. Therefore, the name if available at the time of filling of such application, shall be made available by the Registrar of Companies, Mumbai. (b) As per Para 5.6 of the scheme, the Transferee Company shall, to the extent required, increase its authorized share capital in order to issue preference shares under the scheme. In this connection the Transferee Company may be directed to comply with provisions of section 94/97 read with Schedule X of the Companies Act 1956, in respect of filling of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. 6. As far as first observation in paragraph 6 (a) of the affidavit of the Regional Director is concerned, Petitioner Companies undertakes to comply with the applicable provisions of the Companies Act, 1956. Further, the Counsel appearing on behalf of the Petitioner Companies undertakes that the new name will be approved subject to availability of the same on the MCA-21 system at the time of such application. The said undertaking is accepted. 7. So far as second observation in paragraph 6 (b) of the said affidavit is concerned, the Petitioners through their Counsel undertakes to comply with the provisions of sections 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said Forms. The said undertaking is accepted. 4 8. The Official Liquidator has filed his report in Company Scheme Petition Nos. 106 of 2011 to 108 of 2011 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved by this Court. 9. 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. 10. Since all the requisite statutory compliances have been fulfilled: (a) Company Petition No. 106 of 2011 is made absolute in terms of prayer clauses (a) to (d); (b) Company Petition No. 107 of 2011 is made absolute in terms of prayer clauses (a) to (d); (c) Company Petition No. 108 of 2011 is made absolute in terms of prayer clauses (a) to (d); (d) Company Petition No. 109 of 2011 is made absolute in terms of prayer clauses (a) to (c); 11. 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 order. 12.The Petitioner companies in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in Company Scheme Petition Nos. 106 of 2011 to 108 of 2011 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 5 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. J. Vazifdar. J.)