IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 154 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 820 OF 2010 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Lafarge Rajasthan Cement Limited with Lafarge India Private Limited. Lafarge India Private Limited. …Petitioner/ Transferee Company Mr. Vikram B. Trivedi with Mr. Akshay Patil, Mr. Rashid Boatwalla, Mr. Sahil Saiyed i/b M/s. Manilal Kher Ambalal & Co. for the Petitioner Company. Ms. Purnima Awasthi i/b Mr. H.P. Chaturvedi for Regional Director Coram : S. J. Kathawalla J. Date : 5th August, 2011 P.C. : 1. Heard learned Counsel for the parties. 2. The sanction of the Court is sought to the Scheme of Amalgamation of Lafarge Rajasthan Cement Limited, the Transferor Company with Lafarge India Private Limited, the Transferee Company, under sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioner Company has stated that Petitioner Company has complied with all the statutory requirements as per direction of this Court and they have filed necessary Affidavits of compliance in Court. Moreover, Petitioner Company undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an Affidavit in the above Petition stating that save and except as stated in paragraph 6 (a) and 6 (b) thereof, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of an Affidavit filed by the Regional Director it is stated that:- (a) The Registered Office of the Transferor Company is situated in the State of West Bengal at Kolkata. Hence the present scheme of amalgamation between the Transferor & Transferee Company will be subject to condition of similar approval from Hon’ble High Court of Kolkata in respect of Transferor Company. (b) The scheme of amalgamation is silent with respect to safeguarding the interest of the employees/workers of the Transferor Company. Hence the Petitioner/Transferee Company may be directed to clarify in this regard. 5. As far as the contents of paragraph 6(a) of the Affidavit of Regional Director are concerned, the Counsel for the Petitioner states that the present scheme of amalgamation between the Transferor & Transferee Company has already been sanctioned by the High Court of Kolkata on 21st June, 2011. 6. So far as the contents of paragraph 6(b) of the said Affidavit are concerned, the Counsel for the Petitioner states that Lafarge Rajasthan Cement Limited, Transferor Company has no employees/workers. 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 has come forward to oppose the scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 154 of 2011 filed by the Petitioner/Transferee Company is made absolute in terms of prayer clauses (a) to (g). 9. 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. 10. The Petitioner to pay costs of Rs.10,000/- to the Regional Director within the four weeks from the date of order. 11. Filing and issuance of drawn up order is dispensed with. 12. All the authorities concerned are directed to act on a copy of this order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J)