IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.50 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.22 OF 2008 In the matter of the Companies Act I of 1956 AND In the matter of Section 391 and 394 of the Companies Act, 1956 AND In the matter of the Scheme of Arrangement between H U Consultancy Private Limited and Adarsh Advisory Services Private Limited and H U Mergersindia.com Private Limited. H U Consultancy Private Limited ....... Petitioner (Demerged/Transferor Company) AND COMPANY PETITION NO. 52 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 23 OF 2008 In the matter of the Companies Act I of 1956 AND In the matter of Section 391 and 394 of the Companies Act,1956 AND In the matter of the Scheme of Arrangement between H U Consultancy Private Limited and Adarsh Advisory Services Private Limited and H U Mergersindia.com Private Limited. Adarsh Advisory Services Private Limited ..….Petitioner (the First Resulting/Transferee Company) AND COMPANY PETITION NO. 51 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 24 OF 2008 In the matter of the Companies Act I of 1956 AND In the matter of Section 391 and 394 of the Companies Act,1956 AND In the matter of the Scheme of Arrangement between H U Consultancy Private Limited and Adarsh Advisory Services Private Limited and H U Mergersindia.com Private Limited. H U Mergersindia.com Private Limited …..…Petiti oner (the Second Resulting/ Transferee Company) Hemant Sethi i/b Hemant Sethi & Co. Advocates for Petitioners Mr. C. J. Joy and Ms. Bharti Mahant i/b S.K. Mohapatra for Regional Director in Company Petition No 50 of 2008, 52 of 2008 and 51 of 2008 CORAM: A. M. KHANWILKAR J. DATE : 29th FEBRUARY, 2008 PC: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between H U Consultancy Private Limited, the Transferor/Demerged Company and Adarsh Advisory Services Private Limited, the First Resulting/Transferee Company and H U Mergersindia.com Private Limited, the Second Resulting/Transferee Company for demerger of Advisory & Consultancy Services Division of H U 2 Consultancy Private Limited into Adarsh Advisory Services Private Limited and for demerger of Web Portal, Software and Publication Division of H U Consultancy Private Limited into H U Mergersindia.com Private Limited. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon'ble Court and they have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed affidavit stating therein that the scheme is not prejudicial to the interest of creditors and shareholders and public. However, in paragraph 6 of the said affidavit, the Regional Director has stated that “As per clause 26.2 of the scheme, with effect from the effective date the name of HUCPL i.e. the Transferor/Demerged Company will be and stand changed to Sauni Consultancy Private Limited and that of AASPL i.e. the First Resulting/Transferee Company will be stand changed to H U Consultancy Private Limited. In this connection, HUCPL and AASPL may be directed to comply under section 21 of the Companies Act, 1956 in respect of filling of necessary forms with the Registrar of Companies.” The Counsel appearing for the Petitioners undertakes that HUCPL i.e the Transferor/Demerged Company and AASPL i.e. the First Resulting/Transferee Company will comply with provisions of Section 21 of Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies for change of name. The said undertaking is accepted. 3 5. Upon perusal of the entire material on record, in my opinion the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interest of creditors and shareholders and the public. 6. There is no objection to the Scheme save and except as stated in paragraph 4 hereinabove and since all the requisite statutory compliances have been fulfilled Company Petitions Nos. 50, 52 and 51 of 2008 filed by the Transferor/Demerged Company and the First Resulting/Transferee Company and the Second Resulting/Transferee Company respectively are made absolute in terms of prayer clause (a) and (b). 7. The Petitioner Companies to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 8. The Petitioner in all the Company Petition to pay cost of Rs.5000/- each to the Regional Director. Costs to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 4 9. Filing and issuance of the drawn up order is dispensed with. 10. All concerned authorities to act on a copy of this order alongwith scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J.) 5