- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.546 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.437 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of ETHL Communications Holdings Limited; And In the matter of Scheme of Amalgamation of – ETHL Communications Holdings Limited With India Securities Limited And their respective shareholders and creditors. ETHL Communications Holdings Limited …Petitioner Company/Transferor Company CORAM: S. C. Dharmadhikari, J. DATE: 23rd December, 2011 Mrs. Cynthia Pereira i/b Rajani Associates for the Petitioner Company. Mr. C.J. Joy and Mr. Vishwajit Sawant i/b Mr. H.P. Chaturvedi for the Regional Director Mrs. R. N. Sutar, Asst. Official Liquidator, present. PC: 1. Heard learned Counsel for the Parties. - 2 - 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of ETHL Communications Holdings Limited, the Transferor Company with India Securities Limited, the Transferee Company and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all the requirements as per directions of this Court and has filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company undertakes to comply with all the 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 paragraph 6 of the said Affidavit, it appear that the Scheme is not prejudicial to the interest of shareholders and creditors. In paragraph 6 of said Affidavit it is stated that:- “That the Deponent further submits that the Registered Office of the Transferee Company is situated in the State of Tamil Nadu at Chennai. Hence the present scheme of amalgamation between the Transferor and Transferee Company will be subject to condition of similar approval from Hon’ble High Court of Madras in respect of Transferee Company”. 5. As far as the objection raised by the Regional Director in paragraph 6 of his Affidavit is concerned, the Counsel for the Petitioner Company states that the Petition filed by the Transferee Company for obtaining sanction to the proposed - 3 - Scheme of Amalgamation is pending for hearing before the High Court of Madras. 6. The Official Liquidator has filed a report stating therein the affairs of the Petitioner Company have been conducted in a proper manner and that the Petitioner 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 have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition is made absolute in terms of prayer clauses (a) to (d). The Scheme is sanctioned subject to the order to be passed by the Madras High Court in the Petition filed by the Transferee Company. 9. The Petitioner Company to file a copy of this Order along with a copy of the Scheme 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 Petitioner Company to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court, 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 Petitioner to pay costs of Rs.10,000/- each to the Regional Director and to the Official Liquidator. Costs to be paid within four weeks from today. - 4 - 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 the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J.)