1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 597 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 556 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation OF Cardiff Holdings ( Transferor Company’) WITH Creative Home Furnishing International Private Limited (‘the Transferee Company’) And their respective shareholders and creditors Creative Home Furnishing International Private Limited ………..Petitioner/Transferee Company Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioner. Mr. C.J. Joy with Mr. M.S Bharadwaj, i/b Mr. H.P. Chaturvedi for Regional Director. CORAM: S. C. DHARMADHIKARI, J DATE: 25TH NOVEMBER 2011 P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Cardiff Holdings the Transferor Company with Creative Home Furnishing International Private Limited, the Transferee Company and their respective Shareholders. 2 3. The Counsel for the Petitioner submit that the Transferor Company is wholly owned subsidiary of the Petitioner Company . 4. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioner 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. 5. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and (b) of the said Affidavit, the Regional Director has stated that: (a) Transferor Company is registered in Mauritius. Hence while giving effect to the Scheme, Transferee Company may be directed to comply with FEMA/RBI regulations as applicable in this regard. (b) While giving effect to the Scheme, the Transferee Company shall ensure compliance procedures stipulated in of clause 5.7, 5.8 and 5.10 of the scheme. 6. As far as the observations made in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Petitioner Company through their counsel undertakes to comply with the provisions of FEMA/RBI regulations as applicable. The said undertaking is accepted. 7. So far as the observations made in paragraph 6(b) of the Affidavit of the Regional Director are concerned, the Transferee Company through their counsel undertakes to comply with procedure as stipulated in clause 5.7, 3 5.8 and 5.10 of the Scheme while giving effect to the scheme. The said undertaking is accepted. 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 have come forward to oppose the scheme. 9. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.597 of 2011 is made absolute in terms of prayer Clauses (a) of the Petition. 10. The Petitioner 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 order. 11. The Petitioner to pay costs of Rs.10, 000/- to the Regional Director. Costs to be paid within four weeks from today. 12. Petitioner to file a copy of this order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically, along with e-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 13. Filing and issuance of the drawn up order is dispensed with. 14. 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)