IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.544 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.470 OF 2011 PRANA PUBLIC RELATIONS PRIVATE LIMITED ..PETITIONER/ TRANSFEROR COMPANY AND COMPANY SCHEME PETITION NO.545 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.471 OF 2011 TATVA PUBLIC RELATIONS PRIVATE LIMITED ..PETITIONER/ TRANSFEREE COMPANY IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTIONS 391 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN – PRANA PUBLIC RELATIONS PRIVATE LIMITED WITH TATVA PUBLIC RELATIONS PRIVATE LIMITED Mr. Nimish Pandya i/b Pandya & Co., Advocate for Petitioners in both Petitions. Mrs. R. N. Sutar, Asst. Official Liquidator, present in C.S.P. No.544 of 2011. Mr. C.J. Joy and Mr. Abhijit Desai i/b Mr. H. P. Chaturvedi, for Regional Director in both Petitions. CORAM: S. C. Dharmadhikari, J DATE : 16th December , 2011 1 PC: 1. Heard Learned Counsel for the parties. 2. The sanction of the Court has been sought under Sections 391 and 394 of the Companies Act, 1956, to a Scheme of Arrangement between Prana Public Relations Private Limited, the Transferor Company with Tatva Public Relations Private Limited, the Transfree Company. 3. The Counsel appearing on behalf of the Petitioner Companies states 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, the Petitioner Companies 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 his affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of his Affidavit, the Regional Director has stated that :- “6. That the Deponent further submits that, Clause No.12.2 read with clause 12.3 of the scheme states that the amount equal to the balance between the assets and liabilities reflected in the books of Transferor Company shall be credited by Transferee Company to its General 2 Reserve Account. In this connection it is submitted that the Reserve arising out of this scheme shall be treated as “Amalgamation Reserve” and shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.” 5. So far as the aforesaid objection raised by the Regional Director is concerned, the Petitioner / Transferee Company through its Counsel undertakes that the reserve arising out of the Scheme shall be treated as “Amalgamation Reserve” and shall not be utilized for the purpose of declaring dividend by the Transferee Company in future. The said 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 that 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 has come forward to oppose the Scheme as proposed. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.544 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (g) of the Petition and Company Scheme Petition No.545 of 2011 3 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (g) of the Petition. 9. 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. 10. The Petitioner Companies to file a copy of this Order alongwith a copy of the Scheme 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. 11. The Petitioner Companies in both Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, and the Petitioner in Company Scheme Petition No.544 of 2011 to pay to the Official Liquidator, High Court, Bombay, a sum of Rs.10,000/- towards his costs. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order alongwith Scheme of Arrangement, duly authenticated by the Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J.) 4