1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 238 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 159 OF 2011 Giri Digital Solutions Private Limited… Petitioner/Demerged Company AND COMPANY SCHEME PETITION NO. 239 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 160 OF 2011 Giri Trading Agency Private Limited.........Petitioner/Resulting Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Giri Digital Solutions Private Limited (“the Demerged Company”) And Giri Trading Agency Private Limited (“the Resulting Company”) AND their respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in both the Petitions. Mr. Shyam Mehta and Ms. Jyotsna Pandhi, i/b Mr. H.P. Chaturvedi, for Regional Director in both the Petitions. CORAM: S.J. KATHAWALLA, J DATE: 8th JULY 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 a Scheme of Arrangement between Giri Digital Solutions Private Limited, the Demerged Company with Giri Trading Agency Private Limited, the Resulting Company 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 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 of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6 of the said Affidavit, the Regional Director has stated that: “That the Deponent further submits that, Clause 14.1 read with Clause 15.1 of the Scheme inter alia provides for cancellation of 7,00,000 Equity Shares of Rs.10/-each fully paid up and sequel to reduction of equity share capital as per Clause 14, the Authorized Share Capital of the Demerged Company shall stand 3 reduced to Rs. 1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid up, which is contrary to the provisions of Section 94 of the Companies Act, 1956 and hence Clause 15.1 be deleted from the Scheme. The Deponents further submits that, once Share Capital is cancelled the Company has got no right to utilize that part of the Share Capital for re-issue of new shares and hence Clause 15.2 read with Clause 15.3 of the Scheme which provides for increasing the Authorized Share Capital of the Transferee Company from Rs. 95,00,000/- to Rs. 1,89,00,000/- is beyond the scope of Section 94 and consequentially this Clause also be deleted from the Scheme.” 5. In view of the aforesaid objection raised by the Regional Director in paragraph 6 of his Affidavit, the counsel appearing for the Petitioners has tendered a draft amendment seeking deletion of Clause 15 of the Scheme. The draft amendment is taken on record and marked ‘X’ for identification. The amendment to the Scheme is allowed in terms of draft amendment ‘X’. The amendment shall be carried out by the Petitioners within two weeks from the date of this Order. 6. In view of deletion of Clause 15 of the Scheme, objections raised by the Regional Director does not survive. 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 4 contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 238 of 2011 is made absolute in terms of prayer clause (a) to (c) of the Petition and Company Scheme Petition No. 239 of 2011 is made absolute in terms of prayer clause (a) & (b). 9. The Petitioners 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. 10. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with Scheme and form of minutes duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.J. KATHAWALLA. J)