IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 419 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 414 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 i-Solutions Providers (India) Private Limited with i-Process Services (India) Private Limited i-Solutions Providers (India) Private Limited … Petitioner Company AND COMPANY SCHEME PETITION NO. 420 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 415 OF 2011 i-Process Services (India) Private Limited … Petitioner Company Mr. Sunil Tilokchandani and Mr. Rashid Boatwalla i/b M/s. Manilal Kher Ambalal & Co. for the Petitioners in both Petitions. Mrs. R. N. Sutar, Asst. Official Liquidator present in CSP No. 419 of 2011. Ms. Jyotsna Pandhi i/b Mr. H.P. Chaturvedi for Regional Director in both Petitions. Coram : S.C. Dharmadhikari J. Date : 25th November, 2011 1. Heard learned counsel for the parties. 2. This Petition has been filed for obtaining sanction to a Scheme of Amalgamation of i-Solutions Providers (India) Private Limited, the Transferor Company with i-Process Services (India) Private Limited, the Transferee Company under Sections 391 to 394 of the Companies Act, 1956. 3. The Counsel appearing on behalf of the Petitioner Companies states that the Petitioner Company has complied with all the statutory requirements as per the directions of this Court and they have filed necessary Affidavit of compliance in Court. The Petitioner Company undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956. The undertaking is accepted. 4. The Regional Director has filed an Affidavit in the above Petition stating therein that save and except as stated in paragraphs 6 (a) and 6 (b) thereof, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the Affidavit filed by the Regional Director it is stated that:- “6. That the Deponent further submits that:- (a) As per Clause B-13 (b) of the scheme, provides for increase in the authorized share capital of the Transferee Company from Rs. 5,00,000 to Rs. 5,20,000/- by additional increase of Rs. 20,000/-. 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 filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms in respect of additional increase of authorized share capital to the extent of Rs.20,000/-. (b) Clause B-13 (b) of the scheme, provides for increase in the authorized share capital of the Transferee Company from Rs. 5,00,000 to Rs. 5,20,000/- by additional increase of Rs. 20,000/-. However in clause B-13 (a) of the scheme the proposed increase in the authorized share capital of the Transferee Company is shown as Rs. 5,00,000/- divided in to 50,000 equity shares of Rs.10/- each which may be corrected as “Rs. 5,20,000/- (Rupees Five Lacs Twenty Thousand Only) divided into 52,000 equity shares of Rs.10/- each.” 5. As far as the observation made by the Regional Director in paragraph 6(a) of his Affidavit is concerned, the Counsel for the Petitioner states that the Transferee Company shall comply with the provisions of Sections 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms in respect of additional increase of authorized share capital to the extent of Rs.20,000/- and all other requisite compliances. 6. As far as the observation made by the Regional Director in paragraph 6(b) of his Affidavit is concerned, the Counsel for Petitioner Company states that the error pointed out in the said paragraph is a typographical error which needs to be corrected. The Counsel, therefore, seeks leave of this Court to amend clause B-13 (a) of the Scheme in terms of the Schedule handed in and which is taken on record and marked ‘X’ for identification. Leave to amend is granted. Amendment to be carried out within two weeks from today. 7. The Official Liquidator has filed his report stating therein 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 without winding up. 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, Company Scheme Petition No. 419 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (i) and Company Scheme Petition No. 420 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (h). 10. The Transferee Company to lodge a copy of this order and the said Scheme of Amalgamation, 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. The Petitioner Companies in both Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in Company Scheme Petition No.419 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of this order. 12. The Petitioner Company to file a copy of this order along with 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. 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 the said Scheme of Amalgamation duly authenticated by the Company Registrar, High Court (O.S.), Bombay. (S.C. Dharmadhikari J.)