1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 578 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 502 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 the Scheme of Amalgamation of Bajaj Hindusthan Sugar and Industries Limited with Bajaj Hindusthan Limited. Bajaj Hindusthan Sugar and Industries Limited …Petitioner Company (Transferor Company) AND COMPANY SCHEME PETITION NO. 579 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 503 OF 2010 Bajaj Hindusthan Limited …Petitioner Company (Transferee Company) 2 Mr. Virag Tulzapurkar with Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Petitioners in both Petitions. Dr. T. Pandian, Deputy Official Liquidator, in CSP. No. 578 of 2010. Ms. Purnima Awasthi i/b Mr. H.P. Chaturvedi for Regional Director in both Petitions. CORAM: S.J. Vazifdar, J. DATE: 26th November 2010 P.C. 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Bajaj Hindusthan Sugar and Industries Limited (the “Transferor Company”) with Bajaj Hindusthan Limited (the “Transferee Company”). 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all the requirements as per directions of this Court and have filed necessary Affidavits of compliance in Court. Moreover, the Petitioner Companies through their Counsel 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 that the Scheme is not prejudicial to the interest of shareholders and the public. As regards, the observations in paragraph 6 of the Affidavit, Mr. V.V. Tulzapurkar makes a statement that no shares will be issued against interest on the loans. The statement is accepted. 5. The Official Liquidator has filed his Report in Company Scheme Petition No. 578 of 2010 stating therein that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interests of its members or to the public interest and that the Transferor Company may be ordered to be dissolved. 6. From the material on record, in my opinion the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. No party concerned has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Petitions filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (l) of Company Scheme Petition No. 578 of 2010 and (a) to (m) of Company Scheme Petition No. 579 of 2010. 4 8. A copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court, Bombay, be lodged with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same, within 60 (sixty) days from the date of the Order. 9. The Petitioner Companies in both Company Petitions to pay costs of Rs. 10,000/- each to the Regional Director and the Transferor Company to pay costs of Rs. 10,000/- also to the Official Liquidator. Costs to be paid within 4 (four) weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this Order along with Scheme, duly authenticated by Company Registrar, High Court, Bombay. (S.J. Vazifdar, J.)