1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.629 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.547 OF 2011 INTELLIVATE CAPITAL VENTURES LIMITED …Petitioner / Demerged Company AND COMPANY SCHEME PETITION NO.630 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.548 OF 2011 INTELLIVATE CAPITAL ADVISORS LIMITED …Petitioner / First Resulting Company. AND COMPANY SCHEME PETITION NO.631 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.549 OF 2011 ICVL CHEMICALS LIMITED …Petitioner / Second Resulting Company. AND COMPANY SCHEME PETITION NO.632 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.550 OF 2011 ICVL STEELS LIMITED …Petitioner / Third 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 78, 100 to 103 of the Companies Act, 1956 (1 of 1956); AND In the matter of Scheme of Arrangement between INTELLIVATE CAPITAL VEN- TURES LIMITED 2 AND INTELLIVATE CAPITAL ADVISORS LIM- ITED. AND ICVL CHEMICALS LIMITED AND ICVL STEELS LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in all Petitions. Mr. Rajendra Kumar i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. CORAM: S. C. Dharmadhikari, J. DATE : 16th December, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Arrangement between Intellivate Capital Ventures Limited, the Demerged Company and Intellivate Capital Advisors Limited, the First Resulting Company and ICVL Chemicals Limited, the Second Resulting Company and ICVL Steels Limited, the Third Resulting Company under Sections 391 to 394 read with Sections 78, 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 3 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 of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, it is stated that:- “ That the Deponent further submits that, as per clause 11 of scheme, the Authorised Share Capital of the Resulting Company’s shall be increased to Rs. 3,50,00,000/-. In this connection the Resulting Company’s may be directed to comply with provisions of section 94/97 read with the Schedule X of the Companies Act, 1956, in respect of filling of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms.” 5. As far as the objection in paragraph 6 of the Affidavit of Regional Director is concerned, the Resulting Companies through its Counsel undertakes to comply with the provisions of Section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filling of necessary forms with Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The said undertaking is accepted. 6. 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 4 contrary to public policy. None of the parties concerned has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos.629 of 2011, 630 of 2011, 631 of 2011 and 632 of 2011 are made absolute in terms of prayer clauses (a) to (c) of the respective Petitions. 8. 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. 9. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Arrangement 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. 10. The Petitioners in all 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. 11. Filing and issuance of the drawn up order is dispensed with. 5 12. 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.)