IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 572 OF 2010 Connected with COMPANY SUMMONS FOR DIRECTION NO. 504 OF 2010 PARANJAPE METAL SHAPERS PRIVATE LIMITED ….Petitioner (Transferor Company) AND COMPANY SCHEME PETITION NO. 573 OF 2010 Connected with COMPANY SUMMONS FOR DIRECTION NO. 505 OF 2010 PARANJAPE AUTOCAST PRIVATE LIMITED ….Petitioner (Transferee Company) In the matter of the Companies Act, 1956 AND In the matter of Sections 391 and 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation between the Paranjape Metal Shapers Private Limited WITH Paranjape Autocast Private Limited. 2 Mr. Satyan S. Israni, Advocate for the Petitioner in both the Petitions. Mrs. Purnima Awasthi, i/b. H. P. Chaturvedi, for Regional Director in both Petitions. Dr. T. Pandian, Official Liquidator present in CSP No. 572 of 2010. CORAM: S. J. VAZIFDAR, J. DATED: 25th March, 2011 P.C. 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956, to the Scheme of Amalgamation between Paranjape Metal Shapers Private Limited, the Transferor Company with Paranjape Autocast Private Limited, the Transferee Company. 3. The Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 3 4. The Regional Director has filed his Affidavit stating therein that save and except as stated in paragraph 6(a) to 6(c) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and the public. 5. In paragraph 5 (vii) of the said Affidavit, it is stated that:- That vide Two affidavits dated 25/1/2011 of Mr. Prasanna Paranjape, Managing Director of the Transferor Company and Transferee Company has affirmed that the petitioner company and/or the Director have not contravened any provisions of the Companies Act, 1956 during the last three years save and except violation of section 217(3) of the Companies Act, 1956 for which company undertakes to file compounding application under section 621A of the Companies Act, 1956 and further say there are no prosecution proceedings against the Company and its Directors for violation of various laws such as the Companies Act, 1956, FEMA, IPC, SEBI, RBI Act, etc. which are pending before any court and also disclose that there are no tax liabilities, towards Income Tax, Sales Tax or any Government Tax and there are no liabilities for the benefit of the employees and workers which are pending and further say that there are sales/services provided between Transferor Company and the Transferee Company or vice-versa and confirm that Sales Tax/Service Tax/Duty Draw Back is charges from the parties receiving sales/service, and the respective companies are depositing the tax collected or charged with concerned authorities and it will continue till the effective date and further 4 say that company shall comply with Accounting Treatment prescribed under ”Accounting Standard-14” Accounting for Amalgamation issued by the Institute of Chartered Accountants of India. Copies of the said affidavits submitted by the Directors of the Transferor Company and Transferee Company are annexed hereto and marked as Exhibit ‘C-1’ & ‘C-2’. 6. As far as the contents of paragraph 5(vii) of the said Affidavit is concerned, the Counsel on behalf of the Petitioner Companies undertakes to file compounding application under Section 621A of the Companies Act, 1956. The said undertaking is accepted. 7. In paragraph 6(a) to 6(c) of the said Affidavit, it is stated that:- a) Clause No.2.16 of the scheme deals with amendment of the Main Objects Clause of Memorandum of Association of the Transferee Company. However the scheme is silent as to obtaining approval of shareholders of the Transferee Company as required under section 17 of the Companies Act, 1956 by adopting single window clearance as a part of the scheme. Hence the Transferee Company may be directed to comply with section 17, 40 read with section 18 of the Companies Act, 1956 in this regard. b) Clause No. 2.4 of the scheme has a cross reference to Clause No. 3.1 and 3.4 of the scheme, which appears to be not correct as scheme does not provide for such Clause No. 3.1 and 3.4. The same may be read as Clause 5 2.1 and 2.3 respectively, where reference of clause 3.1 and 3.4 appears in clause 2.4. c) The authorized share capital of the Transferee Company is not sufficient to issue shares as per Clause No.2.11 of the scheme. Hence the Transferee Company is required to take necessary steps to increase its authorized share capital to enable it to issue and allot shares as provided in clause 2.11 of the scheme. In this connection the Transferee Company 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.” 8. As far as the observation in paragraph 6(a) of the said Affidavit is concerned, the Counsel on behalf of the Petitioner Companies undertakes that the Transferee Company shall comply with the provisions of Sections 17, 18 read with Section 40 of the Companies Act and shall file the amended copy of Memorandum of Association along with the prescribed forms with the Registrar of Companies in connection with the change in Main objects of the Transferee Company. The said undertaking is accepted. 9. So far as the observation in paragraph 6(b) of the said Affidavit is concerned, the Counsel on behalf of the Petitioner Companies submits that the cross reference to Clause No. 3.1 and 3.4 in Clause No. 2.4 of the scheme is a typographical error 6 and that the same should be read as Clause 2.1 and 2.3 instead of Clause No. 3.1 and 3.4 respectively. The Counsel therefore seeks leave of the Court to carry out necessary amendment in Clause No.2.4 of the Scheme. The leave to amend is granted. Amendment to be carried out within two weeks from today. 10. As far as the contents of paragraph 6(c) of the said Affidavit is concerned, the Counsel on behalf of the Petitioner Companies undertakes that it shall take necessary steps to increase the authorized share capital of the Transferee Company in compliance with Section 94/97 read with Schedule X of the Companies Act, 1956 and file 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. 11. The Official Liquidator has filed his report stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 12. From the material placed 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. 13. There is no objection to the Scheme and since all the requisite statutory compliance have been fulfilled. Company Scheme Petition No. 572 of 2010 filed 7 by the Transferor Company is made absolute in terms of prayers (a) to (k) and Company Scheme Petition No. 573 of 2010 filed by the Transferee Company is made absolute in terms of prayers (a) to (k). 14. The Transferee 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. 15. The Transferor Company to pay costs of Rs.10,000/- each to the Official Liquidator and the Regional Director. The Transferee Company to pay costs of Rs.10,000/- to the Regional Director. Costs to be paid within four weeks from today. 16. Filing and issuance of the drawn up order is dispensed with. 17. All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. VAZIFDAR, J.)