IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.422 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.358 OF 2011 MERINT INFRASTRUCTURE LIMITED .....Petitioner/ Demerged Company AND COMPANY SCHEME PETITION NO.423 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.359 OF 2011 MERINT DEVELOPERS PRIVATE LIMITED ……Petitioner / First Resulting Company AND COMPANY SCHEME PETITION NO.424 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.360 OF 2011 MERINT MOLECULAR IMAGING PRIVATE LIMITED ……Petitioner / Second Resulting Company In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 read with Sections 100 to 105 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between MERINT INFRASTRUCTURE LIMITED AND MERINT DEVELOPERS PRIVATE LIMITED AND MERINT MOLECULAR IMAGING PRIVATE LIMITED 1 Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in all Petitions Mr. C. J. Joy and Mr. M. S. Bhardwaj i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. CORAM: S. C. Dharmadhikari, J. DATE : 30th September, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Arrangement between MERINT INFRASTRUCTURE LIMITED, the Demerged Company and MERINT DEVELOPERS PRIVATE LIMITED, the First Resulting Company and MERINT MOLECULAR IMAGING PRIVATE LIMITED, the Second Resulting Company, under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel 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. The said undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the 2 Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6(a) and 6(b) of the said Affidavit, it is stated that:- “(a) Clause No 18.4 and 20.4 of the Scheme, provides for increase of authorised share capital of both the Resulting Companies. In this connection both the Resulting Companies 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. (b) Clause 24 of the scheme interalia provides for change of name of Demerged Company ( Transferor Company ) as well as First Resulting Company. By this clause it is proposed to change the name of the First Resulting Company by adopting the name of the Demerged Company and vice versa. There is no provision in the Companies Act for exchange of name. Further both the companies will continue to be in existence and therefore it is not possible to adopt the name of the other company. Besides the proposed swapping of names would invariably confuse and mislead the mind of the stakeholders of the both the companies and therefore it is not just and proper to allow this Clause. It is therefore suggested that this clause may be deleted from the scheme. Further, it is submitted that any proposal for change of name is subject to its availability and procedure as is laid down in the Companies Act, 1956 and in the e-governance MCA – 21 system. 5. So far as the objection in paragraph 6(a) of the Affidavit of Regional Director is concerned, both the Resulting Companies in Company Scheme Petition No. 423 of 2011 and 424 of 2011 have tendered their respective Affidavits, interalia, giving an undertaking to comply with the provisions of Section 94/97 read with Schedule X of the Companies Act, 1956, in respect of 3 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. So far as the objection in paragraph 6(b) of the Affidavit of Regional Director is concerned, the Petitioner Companies in Company Scheme Petition Nos. 422 of 2011, 423 of 2011 and 424 of 2011 have tendered their respective Affidavits, interalia, stating that the Board of Directors of the Petitioner Companies have passed their respective Board Resolutions on 23rd September, 2011 and resolved to delete the Clause 24 of the Scheme. The Counsel for the Petitioner Companies, therefore, seeks leave of this Court to amend the proposed Scheme by deleting Clause 24 of the Scheme. Therefore, leave to amend is granted. Amendment to be carried out within two weeks from today. 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, the Company Scheme Petition Nos. 422 of 2011, 423 of 2011 and 424 of 2011 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (c). 4 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 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. 11. 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. 12. Filing and issuance of the drawn up order is dispensed with. 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. C. Dharmadhikari, J.) 5