IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 13 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 840 OF 2010 ELDER SOFTWARE SOLUTIONS PRIVATE LIMITED …………Petitioner / Transferor Company No.1 AND COMPANY SCHEME PETITION NO 14 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 841 OF 2010 KENT IT SOLUTIONS PRIVATE LIMITED ………… Petitioner /Transferor Company No.2 AND COMPANY SCHEME PETITION NO 15 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 842 OF 2010 AIR VOICE TELECOM PRIVATE LIMITED ………… Petitioner / Transferor Company No.3 AND COMPANY SCHEME PETITION NO 16 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 843 OF 2010 SHREENATHJI KRUPA PROJECT VENTURES PRIVATE LIMITED ………… Petitioner /the Transferee Company In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation Of Elder Software Solutions Private Limited (“the Transferor Company No.1”) And Kent IT Solutions Private Limited ( “the Transferor Company No.2”) And Air Voice Telecom Private Limited ( “the Transferor Company No.3”) And Shreenathji Krupa Project Ventures Private Limited (“the Transferee Company”) And their respective Shareholders and Creditors Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Petitioners in all Petitions. Dr. T. Pandian, Official Liquidator, present in the Company Scheme Petition Nos. 13 of 2011 to 15 of 2011. Mr. C. J. Joy and Mr. Abhijit Desai i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. CORAM: S. J. Vazifdar, J. DATE: 29th April, 2011 PC: 1. Heard counsels 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 Amalgamation of Elder Software Solutions Private Limited and Kent IT Solutions Private Limited and Air Voice Telecom Private Limited with Shreenathji Krupa Project Ventures Private Limited and their respective Shareholders and Creditors. 3. The Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all 2 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 paragraph 6 of the said affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit it is stated that: “Clause No.5.5 of the scheme states that the Transferee Company shall take necessary steps to increase or alter or re-classify, if necessary, its authorized share capital suitably to enable it to issue and allot the shares required to be issued and allotted by it 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.” 5. With respect to the aforesaid observation of the Regional Director, 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 of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The undertaking is accepted. 6. The Official Liquidator has filed his report in Company Scheme Petition Nos.13 of 2011 to 15 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. 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 contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 3 8. Since all the requisite statutory compliances have been fulfilled: i. Company Scheme Petition No.13 of 2011 is made absolute in terms of prayer clauses (a) to (d); ii. Company Scheme Petition No.14 of 2011 is made absolute in terms of prayer clauses (a) to (d); iii. Company Scheme Petition No.15 of 2011, is made absolute in terms of prayer clauses (a) to (d); and iv. Company Scheme Petition No.16 of 2011 is made absolute in terms of prayer clauses (a) to (c). 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 the Order. 11. 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.13 of 2011 to 15 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. 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, Bombay. (S. J. Vazifdar, J.) 4