IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 580 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 534 OF 2011 AAA GLOBAL VENTURES PRIVATE LIMITED ………… Petitioner / the Transferor Company AND COMPANY SCHEME PETITION NO 581 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 535 OF 2011 AAA CORPORATE SERVICES PRIVATE LIMITED ………… Petitioner / the Transferee Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation Of AAA Global Ventures Private Limited (the Transferor Company) WITH AAA Corporate Services Private Limited (the Transferee Company) AND their respective Shareholders and Creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners in both the Petitions. Mrs. R. N. Sutar, Asst Official Liquidator, present in CSP No. 580 of 2011. Mr. C. J. Joy and Mr. S. M. Shah i/b Mr. H. P. Chaturvedi for Regional Director in both the Petitions. CORAM: S. C. Dharmadhikari, J. DATE: 16th December, 2011 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 AAA Global Ventures Private Limited, the Transferor Company with AAA Corporate Services Private Limited, the Transferee Company and their respective Shareholders and Creditors. 3. The advocate 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 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 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: “ 6. That the Deponent further submits that, as per clause 5.5 of the Scheme, the Transferee Company shall take necessary steps to 2 increase its authorised share capital if required, to enable to issue and allot the shares required to be issued and allotted by it under the scheme. In this connection the Transferee Company may be directed to comply with provisions of section 94/97 read with Schedule X of the Companies Act 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms .” 5. So far as the query raised in paragraph 6 of the Affidavit of the Regional Director is concerned, the Petitioners through their advocate undertakes to comply with the provisions of Sections 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The said undertaking is accepted. 6. The Official Liquidator has filed his report in Company Scheme Petition No.580 of 2011 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 by this Court. 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. 8. Since all the requisite statutory compliances have been fulfilled: (i) Company Scheme Petition No. 580 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d); 3 ( ii) Company Scheme Petition No. 581 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 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. Petitioner is directed to file a copy of this order along with 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. 11. The Petitioner Companies in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Company in Company Scheme Petition No. 580 of 2011 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. 13. All concerned authorities 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) 4