IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 793 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 934 OF 2009 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Neela India Private Limited; AND IN THE MATTER of Scheme of Arrangement between Neela India Private Limited, Neela Systems Limited, and their respective Shareholders and Creditors for the amalgamation and transfer of business of Neela India Private Limited to Neela Systems Limited. Neela India Private Limited, ) a company incorporated under the ) 2 Indian Companies Act, 1956 having ) its Registered Office at 4/6, Piramal ) Industrial Premises,Co-op. Estate Ltd, ) S.V. Road, Goregaon (West), ) Mumbai 400062. ) … Petitioner /Transferor Company Ms. Renuka Shetty i/b Crawford Bayley & Co., Advocates for the Petitioner Mrs. Purnima Awasthi i/b Mr. S.K. Mohopatra for Regional Director. Mr. P. Ramarao, Official Liquidator present. CORAM : S. J. KATHAWALLA, J. DATE : 7th May, 2010 PC: 1. Heard learned Counsel for the Parties. 2. The sanction of this Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Neela India 3 Private Limited, the Transferor Company and Neela Systems Limited, the Transferee Company. 3. The abovenamed Petitioner Company is a fully owned subsidiary of Neela Systems Limited, the Transferee Company. No separate Petition for sanctioning the Scheme is filed by the Transferee Company. 4. Counsel appearing on behalf of the Petitioner Company 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, the Petitioner Companies undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 5. The Regional Director has filed an 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. The paragraph 6 of the said Affidavit reads thus:- 4 “That the Deponent respectfully submits that, as read in the para 19 of the Scheme the last date for approving the Scheme was fixed for 31/03/2010. Which has already expired. In this regard the Transferor and Transferee Company have passed fresh resolution the period has been extended on or before 30/06/2010. The Copies of the said resolutions are enclosed hereto and marked as Exhibit ‘D-1’ & ‘D-2’.” 6. The Advocate for the Petitioner submits that the Regional Director has mentioned the aforesaid details only for the information of this Hon’ble Court and the same does not form any bearing on the Scheme and hence do not come in the way of the Scheme being sanctioned. The Counsel for the Regional Director also confirms the same and state that he has no objection for the sanction of the said Scheme. 7. The Official Liquidator has filed a report stating that the affairs of the Petitioner/Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 5 8. From the entire 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. 9. Since all the requisite statutory compliances have been fulfilled, Company Petition No. 793 of 2009 is made absolute in terms of prayer clauses (a) to (f). 10. 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. 11. The Petitioner to pay costs of Rs.7500/- each to the Regional Director, Western Region, Mumbai and also 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. 6 13. All authorities concerned to act on a copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. KATHAWALLA, J.)