IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 459 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 495 OF 2010 AUGUST INSURANCE AGENCY LIMITED …………Petitioner / First Transferor Company. AND COMPANY SCHEME PETITION NO. 460 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 496 OF 2010 E-RPG VENTURES LIMITED …………Petitioner / Second Transferor Company. AND COMPANY SCHEME PETITION NO. 461 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 497 OF 2010 RISA AUTOMATION SYSTEMS LIMITED …………Petitioner / Third Transferor Company. AND COMPANY SCHEME PETITION NO. 462 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 498 OF 2010 RPG DHOLPUR POWER COMPANY PRIVATE LIMITED …………Petitioner / Fourth Transferor Company. AND COMPANY SCHEME PETITION NO. 463 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 499 OF 2010 DUNCAN INSURANCE AGENCY LIMITED …………Petitioner / Fifth Transferor Company. WITH COMPANY SCHEME PETITION NO. 464 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 500 OF 2010 ICE STONE COFFEE & DESSERT LIMITED …………Petitioner / Transferee Company. In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of August Insurance Agency Limited (‘the First Transferor Company’) and e-RPG Ventures Limited (‘the Second Transferor Company’) and RISA Automation systems limited (‘the Third Transferor Company’) and RPG Dholpur Power Company Private Limited (‘the Fourth Transferor Company’) and Duncan Insurance Agency Limited (‘the Fifth Transferor Company’) with ICE Stone Coffee & Dessert Limited (‘the Transferee Company’) and their respective shareholders 2 Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners in all Petition. Ms. Purnima Awasthi i/b Mr. S.K. Mohapatra for Regional Director in all Petition. Dr. T. Pandian, Dy. Official Liquidator, present in CSP Nos. 459 of 2010 to 463 of 2010. CORAM: S.J. Kathawalla, J DATE: 1st October, 2010 PC: 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 of August Insurance Agency Limited, e-RPG Ventures Limited, RISA Automation Systems Limited, RPG Dholpur Power Company Private Limited and Duncan Insurance Agency Limited with Ice Stone Coffee & Dessert Limited, and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners states 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 statutory requirements if any, as required 3 under the Companies Act, 1956 and the Rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit in the above petitions stating therein that save and except as stated in paragraph 6, the scheme does not appear to be prejudicial to the interest of the shareholders and the public. In Paragraph 6 of the said affidavit, the Regional Director has stated that:- “6. That the Deponent further submits that, from the Balance Sheet as at 31/03/2008 of the Fourth Transferor Company viz M/s RPG Dholpur Power Company Private Limited, it is observed that the company has written back huge amount of share application money amounting to Rs. 9,83,84,759/- which was received by them as advance against equity. In this connection company vide its letter dated 09/09/2010 and 14/09/2010 has clarified that this amount was advanced by the promoter company. As the Transferor Company could not implement the power project, the promoter company had written off their amount and hence this subject company has 4 written back correspondingly the said advance amount in its accounts. As regards the writing off of the share application money, it is respectfully submitted that it becomes an income in the hands of M/s RPG Dholpur Power Company Private Limited. It is therefore respectfully suggested that, the Transferee Company shall undertake to pay the Income Tax due if any payable in this regard. Copy of the letter dated 09/09/2010 and 14/09/2010 are annexed hereto and marked as Exhibits ‘D-1’ & ‘D-2’.” 5. In reply to the queries raised by the Regional Director, the counsel for the Petitioner tendered an Affidavit dated 30th September, 2010 of Shruti Joshi, Authorized Signatory, of the Transferee Company wherein the Transferee Company has given an undertaking to pay all the Income Tax dues, if any, payable by RPG Dholpur Power Company Private Limited, in respect of the aforesaid writing-off of advance against equity. The said undertaking is accepted. 6. The Official Liquidator has filed his report in Company Scheme Petiton No. CSP Nos. 459 of 2010 to 463 2010 stating therein that the affairs of the Transferor Companies have been 5 conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 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 has come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. CSP No. 459 to 463 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 464 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 9. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court, 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. 10. The Petitioners in all the Company Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner in the Company Scheme Petition Nos. 459 of 2010 to 463 of 2010 filed by the Transferor 6 Companies to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. 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. Kathawalla, J.) 7