1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 350 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 264 OF 2011 In the matter of the Companies Act, 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 (1) Avishkar Investments & Trading Private Limited, (2) Dirdh Commercials Private Limited, (3) Entity Communications Private Limited, (4) Evershine Traders Private Limited, (5) Kunjvan Texfab Private Limited and (6) Pritika Traders Private Limited with Uditi Mercantile Private Limited Avishkar Investments & Trading Private Limited …Petitioner Company (First Transferor Company) AND 2 COMPANY SCHEME PETITION NO. 351 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 265 OF 2011 Dirdh Commercials Private Limited …Petitioner Company (Second Transferor Company) AND COMPANY SCHEME PETITION NO. 352 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 266 OF 2011 Entity Communications Private Limited …Petitioner Company (Third Transferor Company) AND COMPANY SCHEME PETITION NO. 353 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 267 OF 2011 Evershine Traders Private Limited …Petitioner Company (Fourth Transferor Company) AND COMPANY SCHEME PETITION NO. 354 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 268 OF 2011 Kunjvan Texfab Private Limited …Petitioner Company (Fifth Transferor Company) AND COMPANY SCHEME PETITION NO. 355 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 269 OF 2011 Pritika Traders Private Limited …Petitioner Company (Sixth Transferor Company) AND 3 COMPANY SCHEME PETITION NO. 356 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 270 OF 2011 Uditi Mercantile Private Limited …Petitioner Company (Transferee Company) Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Petitioner Companies in all Petitions. Mrs. R.N. Sutar, Assistant Official Liquidator, in CSP. Nos. 350 of 2011, 351 of 2011, 352 of 2011, 353 of 2011, 354 of 2011, 355 of 2011 and 356 of 2011. Mr. C.J. Joy i/b Mr. H.P. Chaturvedi for Regional Director in all Petitions. CORAM: S.C. Dharmadhikari, J. DATE : 14th October 2011 P.C. :- 1. Heard learned Counsel for parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Avishkar Investments & Trading Private Limited, Dirdh Commercials Private Limited, Entity Communications Private Limited, Evershine Traders Private Limited, Kunjvan Texfab Private Limited and Pritika Traders Private Limited, the “Transferor Companies” with Uditi Mercantile Private Limited, the “Transferee Company”. 4 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all the requirements as per directions of this Court and have filed necessary Affidavits of compliance in Court. Moreover, the Petitioner Companies through their Counsel 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 an Affidavit stating therein that save and except as stated in paragraph 6, it appears that the Scheme is not prejudicial to the interests of shareholders and public. In paragraph 6 of the said Affidavit, it is stated that :- “That the Deponent further submits that, First Transferor Company is a Non-Banking Finance Company. Hence the First Transferor Company maybe directed to file a copy of the scheme along with the copy of this Hon‟ble Court‟s order within 30 days from the date of the order, with the RBI.” 5. The Counsel for the Petitioner Companies state that the First Transferor Company is holding only investments in companies and is not registered with the Reserve Bank of India as a „Non-Banking Finance Company‟. The First Transferor Company through its Counsel undertakes to file with the Reserve Bank of India a copy of the Scheme alongwith a copy of this Court‟s Order if required to do so in law. The undertaking is accepted. 6. The Official Liquidator has filed his Report in Company Scheme Petition Nos. 350 of 2011 to 355 of 2011 stating therein 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. 5 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. No party concerned has come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petitions are made absolute in terms of prayer clauses (a) to (m) of Company Scheme Petition No. 350 of 2011, (a) to (l) of Company Scheme Petition No. 351 of 2011, (a) to (l) of Company Scheme Petition No. 352 of 2011, (a) to (l) of Company Scheme Petition No. 353 of 2011, (a) to (l) of Company Scheme Petition No. 354 of 2011, (a) to (l) of Company Scheme Petition No. 355 of 2011 and (a) to (r) of Company Scheme Petition No. 356 of 2011. 9. The reduction in the issued, subscribed and paid-up share capital of the Transferee Company as resolved upon by the special resolution passed by the Transferee Company on 11th March 2011 and in terms of Paragraph 12 of the Scheme, is confirmed and this Order be deemed to be an Order under Section 102 of the Companies Act, 1956. The Minute of reduction as set out in Exhibit “S” to the Company Scheme Petition No. 356 of 2011 is approved. 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 sixty days from the date of the Order. 11. The Petitioner Companies in all Company Scheme Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in CSP Nos. 350 of 2011 to 355 of 2011 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 6 12. The Petitioner Companies to file a copy of this Order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, alongwith E-Form 21 in addition to the physical copy, within 30 days from the date of issuance of the Order by the Registry. 13. Filing and issuance of the drawn up order is dispensed with. 14. 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.)