IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.1051 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1263 OF 2009 Patel Management Consultancy Private Limited … Petitioner / First Transferor Company And COMPANY PETITION NO.1052 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1264 OF 2009 Yasmin Finance and Trading Private Limited … Petitioner / Second Transferor Company With COMPANY PETITION NO.1053 OF 2009 CONNECTED WITH COMPANY APPLICTION NO.1265 OF 2009 Patel Holdings Limited … Petitioner / Transferee Company In the matter of the Companies Act, 1956 AND In the matter of Petitions under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN PATEL MANAGEMENT CONSULTANCY PRIVATE LIMITED AND YASMIN FINANCE & TRADING PRIVATE LIMITED, … Transferor Companies AND PATEL HOLDINGS LIMITED ...Transferee Company Mr. Naser Ali Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for Petitioner Mr. Vikramaditya Deshmukh i/b Mr. S. K. Mohopatra for Regional Director Mr. P. Ramarao, Official Liquidator present in CSP Nos.1051 of 2009 and 1052 of 2009 CORAM: S. J. Kathawalla, J DATE: 26th February, 2010 PC: 1. Heard learned Counsel for parties. 2. The affidavit of undertaking of Sanjeev Moghe, Authorised Signatory of Patel Holdings Limited, dated 23rd February 2010 is hereby taken on record and accepted. 3. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation between Patel Management Consultancy Private Limited, First Transferor Company and Yasmin Finance & Trading Private Limited, Second Transferor 2 Company and Patel Holdings Limited, the Transferee Company and their respective shareholders and creditors for the amalgamation of Patel Management Consultancy Private Limited, First Transferor Company and Yasmin Finance & Trading Private Limited, Second Transferor Company with Patel Holdings Limited, Transferee Company. 4. Counsel appearing on behalf of the Petitioner Companies has 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, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956, and the Rules made there under. The undertaking is accepted. 5. The Regional Director has filed an Affidavit, inter alia stating therein that save and except as stated in para 6 (a) to 6 (c) the Scheme does not appear to be prejudicial to the interest of shareholders and public. The paragraphs 6 (a) to 6 (c) of the said Affidavit read as under: 6(a) The Second Transferor Company has issued preference shares. However, clause 9.1(b) of the scheme deal with only in respect of equity share capital and nothing was discussed about preference share capital. It is suggested that the Transferee Company shall allot that much number of preference shares (92,548) with the same 3 terms and conditions with which the preference share were allotted by the Second Transferor Company. 6(b) The amended authorised capital of Memorandum of Association / Article of Association of the Transferee Company provides for issuing preference shares of Rs.10/- each. It is not classified as cumulative or non-cumulative preference shares, as the existing preference shares allotted by the Second Transferor Company is non cumulative in nature, the Transferee Company shall suitable classify the authorised capital so as to issue preference shares to the existing preference shareholders of Second Transferor Company. 6(c) It is noticed that in clause 8 and 10 of the scheme, the new capital clause of the Memorandum of Association/ Article of Transferee Company there is typographical error. “Clause VI of Memorandum of Association may be read as clause V of Memorandum of Association similarly in clause 10 of the scheme clause VI wherever appear to be substituted by V”. 6. In reply to the abovementioned issues raised by the Regional Director in paragraph 6(a) to 6(c) of his Affidavit, the Transferee Company and so also the Transferor Companies tendered an affidavits dated 23rd February, 2010 of Sanjeev Moghe, Authorised Signatory of the Transferee Company and also the Transferor Companies. As regards the observations made by the Regional Direction in paragraph 6(a) of 4 his Affidavit, the Transferee Company has given an undertaking to allot 92,548 preference shares with the same terms and conditions with which the preference shares were allotted by Yasmin Finance & Trading Private Limited, the Second Transferor Company. In reply to paragraph 6(b) of the Affidavit of the Regional Director, the Transferee Company has undertaken to suitably classify the authorized capital to issue non-cumulative preference shares to the existing preference shareholders of the Second Transferor Company. So far as the paragraph 6(c) of the Affidavit of Regional Director is concerned, it is stated that the typographical error is through oversight and that the clause 8 of the Scheme, clause VI of the Memorandum of Association may be read as clause V of Memorandum of Association and the clause 10 of the Scheme, Clause VI wherever appears be substituted by V. The said undertakings are accepted. 7. The counsel for the Petitioner submits that both the Transfer Companies as well as Transferee Company have taken out their respective Company Application Nos.117 of 2010, 118 of 2010 and 119 of 2010, inter-alia, praying that the proposed Scheme of Amalgamation annexed to the Petitions, be modified/ rectified as per the Schedule annexed to the said Applications. The said Applications are not on today’s board but the same has been produced at the instance of the Advocate for the Petitioners. All the said three 5 Company Applications are made absolute in terms of prayer clauses (a) and (b) of the said Applications. 8. The Official Liquidator has filed a report in Company Petition Nos.1051 of 2009 and 1052 of 2009 stating 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. 9. 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. 10. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos.1051 of 2009, 1052 of 2009 and 1053 of 2009 are made absolute in terms of prayer clauses (a) to (i) of the respective Petitions. 11. The Transferee Company 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. 12. The Petitioner Companies in all the Petitions to pay cost of Rs.7,500/- each to the Regional Director, Western Region, Mumbai, and the 6 Petitioner Companies in Company Petition Nos.1051 of 2009 and 1052 of 2009 to pay a sum of Rs.7,500/- each to the Official Liquidator, High Court, Bombay, towards his cost. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. All authorities concerned to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla, J) 7