IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.533 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.514 OF 2011. In the matter of the Companies Act I of 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 :- Trupti Petroleums Private Limited. WITH Gagandeep Credit Capital Private Limited. Trupti Petroleums Private Limited ....... Petitioner/Transferor Company Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocates for Petitioner. Mrs. R. N. Sutar, Asstt. Official Liquidator present. Ms. Jyotsna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director. CORAM : S. C. DHARMADHIKARI, J DATE : 21st OCTOBER, 2011 PC: 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 Trupti Petroleums Private Limited, the Transferor Company with Gagandeep Credit Capital Private Limited, the Transferee Company. 3. The Transferor Company is wholly owned subsidiary of Gagandeep Credit Capital Private Limited, the Transferee Company as the entire Equity share capital of Trupti Petroleums Private Limited, the Transferor Company is held by Gagandeep Credit Capital Private Limited, the Transferee Company. In the circumstances and in view of the decision of this Court in the case of Mahaamba Investments Limited v. IDI Limited 2001 (Vol. 105) Company Cases, 16, the filing of separate Summons for Direction, Company Scheme Petition by Gagandeep Credit Capital Private Limited, the Transferee Company for sanction of the said Scheme was dispensed with vide order dated 26th August, 2011 in Company Summons for Direction No.514 of 2011 filed by the Petitioner/Transferor Company. 4. Counsel appearing on behalf of the Petitioner submits that through oversight certain words in Clause Nos. 3.7.3 and 11.1 of the Scheme of Amalgamation were remained to be added also Clause No. 17 of the Scheme needs to be amended by substituting new clause and existing Clause Nos. 17 and 18 of the Scheme be renumbered as Clause Nos. 18 and 19. Hence, it is necessary to amend the said clauses of the Scheme as per the Schedule handed in, which is taken on record and marked “X” for identification. The Counsel further submits that the said clauses are merely clarificatory in nature and also ensure that tax credits which are available to the Transferor Company will also be available to the Transferee Company and that the rights of the shareholders and creditors of the Petitioner Companies will not get affected by such amendment if the said clauses are amended. Counsel for the Petitioner seeks leave of this court to amend Clause Nos. 3.7.3 and 11.1, substitute Clause No.17 and existing Clause Nos. 17 and 18 be renumbered as Clause Nos. 18 and 19 of the Scheme in terms of the above referred Schedule. Leave to amend is 2 granted. Amendment to be carried out within four weeks from the date of this order. 5. Counsel appearing on behalf of the Petitioner have stated that they have complied with all the requirements as per directions of this Court and has filed necessary affidavit of compliance in the Court. Moreover, Petitioner 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. 6. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6 of the said affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit, the Regional Director has stated that: “That the Deponent further submits that, Transferor & Transferee Company are Non Banking Finance Companies. Hence Transferor & Transferee Company may be directed to file a copy of the Scheme along with copy of this Hon’ble Court’s order within 30 days from the date of order, with the RBI .” 7. The Petitioner Company through its Counsel undertakes to file a copy of the Scheme alongwith a copy of this order within 30 days from the date of order with the Reserve Bank of India. The undertaking is accepted. 8. 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. 3 9. 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. 10. There is no objection to the Scheme, save and except as stated in paragraph 6 above, and since all the requisite statutory compliances have been fulfilled, the proposed Scheme of Amalgamation deserves to be sanctioned. Hence, Company Scheme Petition No.533 of 2011 filed by the the Transferor Company is made absolute in terms of prayer clauses (a) to (d). 11. The Petitioner Company 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 this Order. 12. Petitioner to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of 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. 4 13. The Petitioner to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 14. Filing and issuance of the drawn up order is dispensed with. 15. All concerned authorities to act on a copy of this order along with scheme duly authenticated by Company Registrar, High Court, (O.S) Bombay. (S. C. DHARMADHIKARI , J) 5