IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 214 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 67 OF 2011 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 Composite Scheme of Amalgamation involving : i. Amalgamation of Ensen Holdings Limited with PIL Chemicals Private Limited. ii. Amalgamation of Urvija Investments Limited with PIL Chemicals Private Limited. Ensen Holdings Limited ) a company incorporated under the ) provisions of the Companies Act, 1956, ) having its Registered Office at Mafatlal ) House, H. T. Parekh Marg, Backbay ) Reclamation, Mumbai -400 020. ) …… Petitioner AND COMPANY SCHEME PETITION NO. 215 OF 2011 Connected with COMPANY SUMMONS FOR DIRECTION NO. 68 OF 2011. Urvija Investments Limited ) a company incorporated under the ) 2 provisions of the Companies Act, 1956, ) having its Registered Office at Mafatlal ) House, H. T. Parekh Marg, Backbay ) Reclamation, Mumbai -400 020. ) …… Petitioner AND COMPANY SCHEME PETITION NO. 216 OF 2011 Connected with COMPANY SUMMONS FOR DIRECTION NO. 69 OF 2011. PIL Chemicals Private Limited ) a company incorporated under the ) provisions of the Companies Act, 1956, ) having its Registered Office at Mafatlal ) House, H. T. Parekh Marg, Backbay ) Reclamation, Mumbai -400 020. ) …… Petitioner CORAM : S.C. Dharmadhikari J. DATE : 2nd December, 2011 Ms. Yogini Chauhan a/w Ms. Deepika Manseta i/b Vigil Juris, Advocates for the Petitioners in all Petitions. Mr. C.J. Joy and Mr. Rajeev chavan instructed by Mr. H.P.Chaturvedi for the Regional Director in all Petitions. Mrs. R.N.Sutar, Asst. Official Liquidator present in CSP No. 214 of 2011 and 215 of 2011. P.C. 1. Heard Learned counsel for the Petitioners. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation for: 3 a. Amalgamation of Ensen Holdings Limited with PIL Chemicals Private Limited. b. Amalgamation of Urvija Investments Limited with PIL Chemicals Private Limited. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners 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 undertake to comply with all Statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 4. The Regional Director has filed his 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 the Shareholders and public. In paragraph 6 of the said Affidavit it is stated that :- “That the Deponent further submits that, both the Transferor Companies are Non Banking Finance Companies. Hence both the Transferor Companies may be directed to file a copy of the scheme along with the copy of this Hon’ble Court’s order within 30 days from the date of the order, with the RBI.” 5. The Petitioner Companies through their counsel undertakes that both the Transferor Companies will file a copy of the Scheme along with the copy of the order sanctioning scheme, with the Reserve Bank of India within 30 days from the date of the order. The said undertaking is accepted. 4 6. The Official Liquidator has filed his report in Company Scheme Petition No. 214 of 2011 and Company Scheme Petition No. 215 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. 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. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petitions No. 214 of 2011, 215 of 2011 and 216 of 2011 are made absolute in terms of respective prayers clauses (a) to (c) of the respective Petitions. 9. 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. 10. The Petitioners in all the three Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in Company Scheme Petition Nos. 214 of 2011 and 215 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. 11. The Petitioner Companies to file a copy of this order along with a copy of the Scheme of Amalgamation with the Register of Companies, electronically, along with E-Form 21 in addition to 5 the physical copy within 30 days from the date of issuance of the order by the Registry. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.C. Dharmadhikari, J.)