IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.648 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.679 OF 2010. Harmonic Capital Private Limited........Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO.649 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.680 OF 2010. Invesco Holdings Private Limited........Petitioner/Transferee Company In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of the Scheme of Amalgamation of Harmonic Capital Private Limited with Invesco Holdings Private Limited. Mr.Hemant Sethi i/b Hemant Sethi & Co, Advocates for Petitioner in both the Petitions. Mr.P.Rama Rao, Official Liquidator in Company Scheme Petition No.648 of 2010. Ms.Jyotsna. N. Pandhi i/b Mr. H.P.Chaturvedi for Regional Director in both the Petitions. CORAM : S.J.VAZIFDAR,J DATE : 16th DECEMBER, 2010 PC: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act,1956 to the Scheme of Amalgamation of Harmonic Capital 2 Private Limited, the Transferor Company with Invesco Holdings Private Limited, the Transferee Company 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the 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 under the Companies Act, 1956 and the rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed affidavit stating therein that save and except as stated in paragraph 6 of the said affidavit, the scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit, the Regional Director has stated that: “That the Deponent further submits that, As per clause 16 of the Scheme the name of the Transferee Company is proposed to be changed to “Harmonic Capital Private Limited” in this connection the Transferee Company may be directed to comply with the provisions of section 21/23 of the Companies Act ,1956 in respect of filing 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 System of allotting the names , it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai.” 5. The counsel for the Petitioner submits that the Transferee Company undertakes to comply with the provisions of Section 21/23 of the 3 Companies Act, 1956 in respect of filing necessary forms with the Registrar of Companies for change of name. The undertaking is accepted. The Petitioner through their counsel further submits that name as proposed in clause 16 of the Scheme of Amalgamation shall be subject to availability at the time of such application before the Registrar of Companies, Mumbai. 6. The Official Liquidator has filed a report in Company Scheme Petition No.648 of 2010 stating 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. 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. 8. There is no objection to the Scheme, save and except as stated in paragraph 4 above, and since all the requisite statutory compliances have been fulfilled the Scheme of Amalgamation deserved to be sanctioned. Hence, Company Scheme Petition No.648 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (c) and Company Scheme Petition No.649 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) and (b). 9. 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 4 of adjudication of stamp duty, payable, if any, on the same within 60 days from the date of this Order. 10. The Petitioner in both the Company Scheme Petition to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioner in Company Scheme Petition No. 648 of 2010 to pay a sum of Rs 10,000/- to the Official Liquidator, High Court, Bombay, towards his costs. 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 Company Registrar, High Court, (O.S) Bombay. (S. J. VAZIFDAR, J)