1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 195 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 146 OF 2010 YAHOO! INTERNET COMMUNICATIONS INDIA PRIVATE LIMITED ….Petitioner / Transferor Company WITH COMPANY SCHEME PETITION NO. 196 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.147 OF 2010 YAHOO INDIA PRIVATE LIMITED …..Petitioner / Transferee Company In the matter of: The Companies Act, 1956; AND In the matter of: Sections 391 to 394 of the Companies Act, 1956; In the matter of: The Scheme of Amalgamation of: (i) Yahoo! Internet Communications India Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at Sai Sadan, 1st floor, 68 Janmabhoomi Marg, Fort, Mumbai 400 001, Maharashtra (“Transferor Company”); with (ii) Yahoo India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at Unit No. 1261, 6th floor, Building 2 No.12, Solitaire Corporate Park, No. 167, Guru Hargovindji Marg, (Andheri-Ghatkopar Link Road), Andheri (East), Mumbai – 400 093 Maharashtra (“Transferee Company”) and their respective shareholders. CORAM: S.J. Vazifdar J. DATE: 6th August, 2010 Mr. Thriyambak Kannan with Mr. Sayantan Banerjee i /b. AZB & Partners, Advocates for the Petitioners. Dr. T. Pandian, Official Liquidator, in C.P. No.195 of 2010 and C.P. No. 196 of 2010. Mr. D. A. Dubey i/b Mr. S.K. Mohaptra for Regional Director in C.P. No.195 of 2010 and C.P. 196 of 2010. PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Yahoo! Internet Communications India Private Limited (“Transferor Company”) with Yahoo India Private Limited (“Transferee Company”) and their respective shareholders. 3. Counsels appearing on behalf of the Petitioners have 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, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 3 4. The Official Liquidator has filed a report in Company Scheme Petition Nos.195 of 2010 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. 5. The Regional Director has filed an affidavit stating therein that save and except what is stated in paragraph 6 thereof, the scheme does not appear to be prejudicial to the interest of the shareholders and the public. The paragraph 6 of the said affidavit reads as under :- 6. That the Deponent further submits that:- (a) The period fixed for approving the scheme by 30/06/2010 which has already expired. In this connection Board of Directors of the petitioner companies may be directed to take necessary steps to extend the date by passing Board Resolution before giving effect to the scheme by this Hon’ble High Court approves the scheme. (b) Clause 12 of the Scheme deals with change in Ancillary Objects clause of the Memorandum of Association of the Transferee Company. In this connection the Transferee Company may be directed to comply with section 40 read with section 18 of the Act and to file amended copy of Memorandum of Association alongwith Form 21 with the Registrar of Companies. 6. Mr. Jaspreet Singh Chandhok, the Company Secretary of the Transferee Company and Mr. Lekhesh Dholakia, the Director of the Transferor Company filed two separate affidavits on July 23, 2010 placing on record their agreement to extend the date of revocation of the Scheme from June 30, 2010 to December 31, 2010. A copy of the aforementioned affidavit was also served on the Regional Director on July 26, 2010. The aforementioned affidavits are accepted and no further action is required pursuant to the issue raised by the Regional Director paragraph 6(a) of his affidavit. 7. With regard to the issue raised by the Regional Director in paragraph 6(b) of his affidavit, the counsel appearing for the Transferee Company gives an undertaking that the Transferee Company will comply with the provisions of 4 Section 40 read with Section 18 of the Companies Act, 1956 and file amended copy of Memorandum of Association alongwith Form 21 with the Registrar of Companies. The undertaking is accepted. 8. From the material placed 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. Moreover, both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is in the interest of share holders, creditors and the public. 9. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled; the Company Scheme Petition No. 195 of 2010 filed by the Transferor Company is made absolute in terms of the prayer made under clauses (a) to (k) . The Company Scheme Petition No. 196 of 2010 filed by the Transferee Company is made absolute in terms of the prayer made under clauses (a) to (m). 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. The Petitioners in the Company Scheme Petitions No. 195 of 2010 and 196 of 2010 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No 195 of 2010 to pay costs of Rs.10,000/- 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. 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.J. Vazifdar J.)