IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 478 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 413 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 Scheme of Amalgamation Between Joanash Marketing Private Limited (Transferor Company) And Pragati Civil Solutions Private Limited (Transferee Company) Joanash Marketing Private Limited, A Company incorporated under the provisions of Companies Act, 1956 having its Registered office At A-402, Hinal Heritage, Patel wadi, S. V. P. Road, Borivali (West), Mumbai 400092 ) ) ) ) ) …Petitioner Company Mr. Saagar R. Madan, Advocates for the Petitioner. Mrs. R.N. Sutar, Asstt. Official Liquidator present. Mr. C.J. Joy and Mr. Vinod Joshi i/b Mr. H. P. Charturvedi for Regional Director in the Petitions 2 CORAM: S. C.DHARMADHIKARI, J DATE: 21ST OCTOBER, 2011 P.C. 1. Heard counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Joanash Marketing Private Limited and Pragati Civil Solutions Private Limited and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary Affidavit of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The said 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 interest of shareholders and public. In paragraph 6 of the Affidavit it is stated that:- 3 “The Deponent further submits that, Clause 8.5 of the scheme states that all amounts standing the credit of the “Amalgamation Reserve Account” shall constitute the Transferee Company’s free reserves available for distribution. In this connection it is submitted that the Reserve arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.” 5. The Petitioner through its Counsel undertakes that the reserve arising out of the Scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future. The undertaking is accepted. 6. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have been conducted in a proper manner and 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. 4 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.478 of 2011 is made absolute in terms of prayer Clause (a) and (b) of the Petition. 9. The Petitioners 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 of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 10.Petitioner Company is directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 11.The Petitioner Company to pay costs of Rs.10,000/- to the Regional Director and Rs.10,000/- to Official Liquidator. Costs to be paid within four weeks from today. 12.Filing and issuance of the drawn up order is dispensed with. 5 13.All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay. (S. C. DHARMADHKARI, J)