IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.304 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.249 OF 2011 COSMIC HOLDINGS PRIVATE LIMITED .....Petitioner/ First Transferor Company AND COMPANY SCHEME PETITION NO.305 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.250 OF 2011 PATHEY TRADERS PRIVATE LIMITED ……Petitioner / Second Transferor Company AND COMPANY SCHEME PETITION NO.306 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.251 OF 2011 PALLAVI SYNTHETICS 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 COSMIC HOLDINGS PRIVATE LIMITED and PATHEY TRADERS PRIVATE LIMITED With PALLAVI SYNTHETICS PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in all Petitions Dr. T. Pandian, Official Liquidator, present in CSP Nos. 304 of 2011 and 305 of 2011 1 Ms. Purnima Awasthi i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. CORAM: S. C. Dharmadhikari, J. DATE : 16th September, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation of COSMIC HOLDINGS PRIVATE LIMITED and PATHEY TRADERS PRIVATE LIMITED with PALLAVI SYNTHETICS PRIVATE LIMITED under Sections 391 to 394 of the Companies Act, 1956. 3. 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. 4. The Official Liquidator has filed his report in CSP Nos. 304 of 2011 and 305 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. 2 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6(a) and 6(b) of the said Affidavit, it is stated that:- “(a) The First Transferor Company is a Non Banking Finance Company. Hence the First Transferor Company may be directed to file a copy of the scheme along with the copy of this Hon’ble Court’s order within 30 day’s from the date of the order, with the RBI. (b) As Clause No. 17 of the scheme, the period fixed for seeking approval of the scheme by the Hon’ble Court’s is stated as 30/09/2010. As the stipulated period has already expired, the Petitioner companies may be directed to take necessary steps to pass fresh Board Resolution to extend the date for giving effect to the scheme. 6. So far as the objection in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Petitioner Company in Company Scheme Petition No. 304 of 2011 have tendered its Affidavit, interalia, stating that the First Transferor Company undertakes to file a copy of the Scheme along with the copy of this order within 30 days from the date of the order with the Reserve Bank of India. The said undertaking is accepted 7. So far as the objection in paragraph 6(b) of the Affidavit of Regional Director is concerned, the Petitioner Companies in Company Scheme Petition Nos. 304 of 2011, 305 of 2011 and 306 of 2011 have tendered their respective Affidavits, interalia, 3 stating that the Board of Directors of the First Transferor Company had approved the Scheme on 14th January 2011 and the Board of Directors of the Second Transferor Company and the Transferee Company had approved the Scheme on 1st February, 2011. The Advocate for the Petitioner states that in Clause No. 17 of the Scheme the date is incorrectly mentioned as 30th day of September, 2010 instead of 30th day of September, 2011, which is a typographical error. The Advocate for the Petitioner further states that the Petitioner Companies has already passed a Resolutions in its Meetings of the Board of Directors held on 16th August, 2011 for extension of period fixed for seeking approval of the Scheme by the Court from 30/09/2010 to 31/12/2011. The Counsel for the Petitioner Companies, therefore, seeks leave of this Court to amend the date mentioned in Clause 17 of the Scheme as 30th day of December, 2011 instead of 30th day of September, 2010. Leave to amend is granted. Amendment to be carried out within two weeks from today. 8. 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 has come forward to oppose the Scheme. 4 9. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 304 of 2011, 305 of 2011 and 306 of 2011 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (c). 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. The Petitioners in all Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in the Company Scheme Petition Nos. 304 of 2011 and 305 of 2011 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. 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