IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 385 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 292 OF 2010 ECO RECYCLING LIMITED ……..PETITIONER/TRANSFEROR COMPANY AND COMPANY SCHEME PETITION NO. 386 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 293 OF 2010 INFOTREK SYSCOM LIMITED …….. PETITIONER/TRANSFEREE COMPANY In the matter of sec 391 & 394 of the Companies Act, 1 of 1956 And In the matter of Scheme of Amalgamation of: Eco Recycling Limited …….. Transferor Company WITH Infotrek Syscom Limited ……….. Transferee Company Shri. B. B. Parikh alongwith Ms G.B.Shah, Advocates for the Petitioners 2. Mr. C. J. Joy i/b Shri S. K. Mohapatra for the Regional Director in both Petitions. Dr. T. Pandian, Dy. Official Liquidator in C. P. No.292 of 2010. CORAM: S.J. Kathawalla, J. DATE : 29th October,2010 P. C. 1. Heard learned Counsel for the parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Eco Recycling Limited, the Transferor Company with Infotrek Syscom Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioner Companies have complied with all requirements as per directions of this Court and have filed an affidavit of compliance in the Court. Moreover, the Petitioners Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 3. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6 of the Affidavit, the Scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the Affidavit, the Regional Director has stated that: “6. That the Deponent further submits that clause No 15.5 of the scheme provides that “The Capital Redemption Reserve to the extent excess of Preference Shares Holders unclaimed liability shall be transferred to General Reserve Account. In this connection the Transferee Company vide its letter dated 16/10/2010 clarified that company has not issued any preference shares and the company has not created any Capital Redemption Reserve Account. In view of the same clause 15.5 of the scheme is redundant and hence may be deleted” 5. In view of the aforesaid query raised by the Regional Director the Counsel for the Petitioner seeks leave of this Court to amend the scheme by deleting clause 15.5. The leave to amend is granted. Amendment to be carried out within three weeks from today. 4. 6. The Counsel for the Regional Director has drawn my attention to paragraph 5(viii) of the Affidavit of Regional Director in which it is stated that: “5(viii) The Transferee Company has violated the provisions of section 295(1)(d) read with section 283(1)(h) and section 372(A)(3) of the Companies Act, 1956 and now filed compounding applications under section 621A of the Act in respect of the above said violations.” The Counsel for the Petitioners submits that on their own showing the Transferee Company has already filed compounding application under Section 621A of the Companies Act, 1956 in respect of the aforesaid violations. The Counsel further states that the said violations do not affect the proposed Scheme of Amalgamation and that the Transferee Company has already complied with the relevant statutory provisions of the Companies Act, 1956. The said statement is accepted. 7. The Official Liquidator has filed his report in Company Petition No.385 of 2010 stating that the affairs of the Transferor 5. Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 8. 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. 9. Since all the requisite statutory compliances have been fulfilled, Company Petition No. 385 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (i) and Company Petition No.386 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (h). 10. The Petitioner 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 Companies in both the Petitions to pay cost of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai. Petitioner in Company Petition No. 385 of 2010 to pay a sum of Rs.10,000/- to the Official Liquidator, High 6. Court, Mumbai towards his cost. Cost 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 the Scheme duly authenticated by the Company Registrar, High Court,Bombay. (S.J. Kathawalla, J.)