IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 271 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 270 OF 2010 RKG PETROCHEM PRIVATE LIMITED …………Petitioner /First Transferor Company. AND COMPANY SCHEME PETITION NO.272 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 271 OF 2010 SHAILEJA POLYMERS PRIVATE LIMITED ………Petitioner /Second Transferor Company AND COMPANY SCHEME PETITION NO.273 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 272 OF 2010 UNITED PETRO TECH (INDIA) PRIVATE LIMITED ………Petitioner / Third Transferor Company WITH COMPANY SCHEME PETITION NO. 274 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 273 OF 2010 CRESCENT ORGANICS PRIVATE LIMITED ……Petitioner / Transferee 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 RKG PETROCHEM PRIVATE LIMITED, the First Transferor Company and SHAILEJA POLYMERS PRIVATE 1 LIMITED, the Second Transferor Company and UNITED PETRO TECH (INDIA) PRIVATE LIMITED, the Third Transferor Company with CRESCENT ORGANICS PRIVATE LIMITED, the Transferee Company Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Mr. Anurag Gokhale i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. Dr. T. Pandian, Dy. Official Liquidator, present in Company Scheme Petition Nos. 271 of 2010 to 273 of 2010 . CORAM: S. J. Vazifdar, J. DATE: 26th November, 2010. PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of RKG PETROCHEM PRIVATE LIMITED, the First Transferor Company and SHAILEJA POLYMERS PRIVATE LIMITED, the Second Transferor Company and UNITED PETRO TECH (INDIA) PRIVATE LIMITED, the Third Transferor Company with CRESCENT ORGANICS PRIVATE LIMITED, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners states 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 2 to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in para 6 of the Affidavit, the Scheme dose not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the Affidavit it is stated that:-. “That the Deponent further submits that, clause 10.4 of the scheme states that if necessary, the Transferee Company shall, before allotment of the equity shares in terms of the scheme, increase its authorized capital by the creation of at least such number of equity shares of Rs. 100/- each as may be necessary to satisfy its obligation under 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”. 5. In response to the aforesaid observation of the Regional Director, the Counsel appearing for the Petitioners on behalf of the Petitioners/ Transferee Company undertake to comply with the provisions of Sections 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. The undertaking is accepted. 3 6. The Official Liquidator has filed his report 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. 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 have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 271 of 2010 to 273 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (j) and Company Scheme Petition No. 274 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (k). 9. 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 the order. 10. The Petitioner Companies in all the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No.271 of 2010 to 273 of 2010 pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 4 12. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.) 5