IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.183 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.192 OF 2008 In the matter of the Companies Act I of 1956 AND In the matter of Section 391 to 394 of the Companies Act, 1956 AND In the matter of the Scheme of Amalgamation of Ebz Online Private Limited with Pushkar Software Solutions Private Limited Ebz Online Private Limited Petitioner/Transferor Company AND COMPANY PETITION NO.184 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 193 OF 2008 In the matter of the Scheme of Amalgamation of Ebz Online Private Limited with Pushkar Software Solutions Private Limited. Pushkar Software Solutions Private Limited ...... Petitioner/Transferee Company Hemant Sethi i/b Hemant Sethi & Co. for Petitioner Mr. S Ramakantha, Deputy Offficial Liquidator in Company Petition No 183 of 2008. Heena P Shah i/b S.K Mohapatra for Regional Director in both the Petitions. :2: CORAM: S.C.DHARMADHIKARI. J DATE : 6th JUNE, 2008 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 Ebz Online Private Limited, the Transferor Company with Pushkar Software Solutions 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 Hon'ble Court and they have filed necessary affidavits of compliance in the Court. Moreover,Petitioner Companies also undertake to comply with all statutory requirements,if any,as required under the Companies Act,1956 and the rules made thereunder. 4. The Regional Director has filed affidavit stating therein that the scheme is not prejudicial to the interest of creditors and shareholders and public. However in paragraph 6(a) of the said affidavit, the Regional Director has stated that the Petitioner Company may be directed to furnish an undertaking as regards compliance with Accounting Standard 14 i.e.“Accounting for Amalgamation” issued by the Institute of Chartered Accountants of India. The Counsel appearing for the Petitioners undertakes that necessary disclosure requirements under the said Accounting Standard 14 would be complied with as stated therein. The said undertaking is accepted. 5. Also in paragraph 6(b) of the said affidavit, the Regional Director has further stated that the Petitioner Company may be directed to comply with the :3: provisions of section 21 of the Companies Act, 1956 in connection with the change of name of the Transferee Company to “EBZ Online Private Limited” in respect of filing of necessary forms with the Registrar of Companies. The Counsel appearing for the Petitioners undertakes that they will comply with the requirement of provisions of section 21 of the Companies Act, 1956 in respect of filing of necessary forms with Registrar of Companies. The said undertaking is accepted. 6. One of the creditor of EBZ Online Private Limited ,the Transferor Company namely Commisioner of Central Excise: Services Tax Cell Pune has asked for copy of petition vide its letter dated 3-04-2008 asking for the copy of the petition.The learned counsel apperaing on behalf of the petitioner has informed that the petitioner has send the copy of petitioin on 7-4- 2008.The learned counsel further points out that however the creditor has not filed affidavit opposing the scheme.They have no objection to the scheme of Amalgamation of Ebz Online Private Limited with Pushkar Software Solutions Private Limited subject to Transferee Company taking over the all the liabilities of M/s Ebz Online Private Limited. The learned cousel further point out that clause 3.4 of the Scheme provides that, all debts, liabilities, contingent liabilities, if any, duties and obligations of every kind, nature and description of EPL shall also under the provisions of Section 391 read with Section 394 of the Act, without any further act or deed, be transferred to or be deemed to be transferred to PSPL so as to become w.e.f. from the Appointed Date the debts, liabilities, contingent liabilities, duties and obligations of PSPL .The statement of the learned counsel is accepted. :4: The Official Liquidator has filed report stating that all 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. Upon perusal of the entire material on record, in my opinion the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned have come forward to oppose the Scheme. Moreover,both the Regional Director and the Official Liquidator have stated that the scheme as proposed is not prejudicial to the interest of shareholders and creditors and the public. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled Company Petition filed by the Transferor Company and the Transferee Company are made absolute in terms of prayer clause (a) to (c) in Company Petition No.183 of 2008 filed by the Transferor Company and prayer clause (a) to (b) in Company Petition No.184 of 2008 filed by the Transferee Company. 9. The Petitioner Companies to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 10. The Petitioner in both the Company Petition to pay cost of Rs.5000/- each to the Regional Director. Petitioner in Company Petition No 183 of 2008 to pay to the Official Liquidator, High Court, Bombay a sum of Rs. 5,000/-. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. :5: 12. All concerned authorities to act on a copy of this order along with scheme duly authenticated by Company Registrar, High Court, Bombay. (S.C.DHARMADHIKARI, J)