IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.475 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.451 OF 2011 RADHAKRISHNA FOODLAND CARRIERS PRIVATE LIMITED .....Petitioner/ First Transferor Company AND COMPANY SCHEME PETITION NO.476 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.452 OF 2011 FOODLAND RETAIL SOLUTIONS PRIVATE LIMITED ……Petitioner / Second Transferor Company AND COMPANY SCHEME PETITION NO.477 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.453 OF 2011 ARKSOFT ENTERPRISE PRIVATE LIMITED ……Petitioner / Third Transferor Company In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of RADHAKRISHNA FOODLAND CARRIERS PRIVATE LIMITED and FOODLAND RETAIL SOLUTIONS PRIVATE LIMITED and ARKSOFT ENTERPRISE PRIVATE LIMITED With RADHAKRISHNA FOODLAND PRIVATE LIMITED 1 Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in all Petitions. Dr. T. Pandian, Official Liquidator, present in CSP Nos. 475 of 2011, 476 of 2011 and 477 of 2011. Mr. C. J. Joy 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 Amalgamation of RADHAKRISHNA FOODLAND CARRIERS PRIVATE LIMITED, FOODLAND RETAIL SOLUTIONS PRIVATE LIMITED and ARKSOFT ENTERPRISE PRIVATE LIMITED with RADHAKRISHNA FOODLAND PRIVATE LIMITED under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioner Company states that the Transferor Companies is a wholly owned subsidiary of the Transferee Company. He has further stated that in view of the Judgment in the case of Mahaamba Investments Limited v/s IDI Limited [(2001) 105 Company Cases] page 16 to 18, filing of separate Application and Petition of the Transferee Company has been dispensed with by order dated 22nd July, 2011 passed by this Court in Company Summons for Direction Nos. 451 of 2011, 452 of 2011 and 453 of 2011 2 4. 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. 5. The Official Liquidator has filed his report in CSP Nos. 475 of 2011, 476 of 2011 and 477 of 2011 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 6. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraphs 6 of the Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, it is stated that:- “That the Depondent further submits that, as per Clause 12 of the Scheme deals with change in Main Objects of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be directed to comply with provisions of section 40 read with sction 18 of the Act and to file amended copy of Memorandum of Association alongwith Form No. 21 with the Registrar of Companies.” 3 7. So far as the objection in paragraph 6 of the Affidavit of Regional Director is concerned, the Transferee Company through its counsel undertakes to comply with provisions of Section 40 read with Section 18 of the Act and to file an amended copy of Memorandum of Association alongwith Form No. 21 with the Registrar of Companies. 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 has come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 475 of 2011, 476 of 2011 and 477 of 2011 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d). 10. 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. 11. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of 4 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. 12. The Petitioners to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 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.) 5