1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.536 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.497 OF 2011 ANDROMEDA MARKETING PRIVATE LIMITED …Petitioner / Demerged Company WITH COMPANY SCHEME PETITION NO.537 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.496 OF 2011 ANDROMEDA SALES AND DISTRIBUTION PRIVATE LIMITED …Petitioner / Resulting Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Petition under Sections 391 to 394 read along with Sections 100 to 103 of the Companies Act, 1956 (1 of 1956); AND In the matter of Scheme of Arrangement of ANDROMEDA MARKETING PRIVATE LIM- ITED With ANDROMEDA SALES AND DISTRIBUTION PRIVATE LIMITED. Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in both Petitions. Mrs. S. V. Bharucha i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. Ms. Minal Kaul i/b Dave & Girish & Co., for Citibank N.A. (Secured Creditor). 2 CORAM: S. C. Dharmadhikari, J. DATE : 9th December, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Arrangement between Andromeda Marketing Private Limited and Andromeda Sales and Distribution Private Limited under Sections 391 to 394 read along with Sections 100 to 103 of the Companies Act, 1956. 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 Affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and 6(b) of the said Affidavit, it is stated that:- “(a) Clause 11(a) (ii) of the scheme, states that the excess of the aggregate value of the assets over the 3 aggregate value of the transferred liabilities of the Demerged Undertaking recorded by the Resulting Company and amount credited as share capital pursuant to clause 11(a) (ii) of the scheme will be deemed to be general reserve account of the Resulting Company. In this connection it is submitted that the reserve created pursuant to this scheme shall not be utilized for declaration of dividend by the Resulting Company. (b) As per clause 15(b) of the scheme, the name of the Resulting Company shall forthwith stand changed from “Andromeda Sales and Distribution Private Limited” to “Andromeda Marketing Private Limited” (the present name of the Demerged Company) and the name of the Demerged Company shall be changed from “Andromeda Marketing Private Limited’ to “Andromeda BPO Private Limited”. In this connection Demerged Company and Resulting Company may be directed to comply with the provisions of section 21/23 of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 System of allotting the names, it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by Registrar of Companies, Mumbai.” 5. As far as the objection in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Resulting Company through its counsel undertakes that the Resulting Company shall not utilize the reserve created pursuant to the present Scheme for the purpose of declaration of dividend. The said undertaking is accepted. 4 6. So far as the objection in paragraph 6(b) of the Affidavit of Regional Director is concerned, Demerged Company and Resulting Company through its counsel undertakes to comply with the provisions of Section 21/23 of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies and agrees that the proposed new name for the Demerged Company will be allowed subject to availability of the same, by the Registrar of Companies. The said undertaking is accepted. 7. The Advocate appearing for the Secured Creditor i.e. Citibank N.A., states that the Bank has no objection to the proposed Scheme of Arrangement between Andromeda Marketing Private Limited with Andromeda Sales & Distributions Private Limited. The said statement is recorded. 8. 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. Save and except the abovementioned Secured Creditor, none of the parties concerned has come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos.536 of 2011 and 537 of 2011 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (c) of the respective Petitions. 5 10. The Petitioner Companies 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. 11. Petitioner 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 physical copy, within 30 days from the date of issuance of the order by the Registry. 12. The Petitioners in both Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. 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 along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. C. Dharmadhikari, J.)