IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.358 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.453 OF 2008 IN THE MATTER OF COMPANIES ACT, 1956; AND IN THE MATTER OF SECTION 391 AND 394 OF THE COMPANIES ACT; AND IN THE MATTER OF MARUTI TEXTILES PVT. LTD. having its registered office at 301, Acme Plaza, Andheri Kurla Road, Andheri (E), Mumbai AND IN THE MATTER OF THE SCHEME OF AMALGAMATION OF MARUTI TEXTILES PVT. LTD. WITH PIONEER SYNTEX PVT. LTD. MARUTI TEXTILES PVT. LTD. ) a company duly registered under the ) Companies Act, 1956 and having its ) registered office at 301, Acme Plaza, ) Andheri Kurla Road, Andheri (E), ) Mumbai. ) .... Petitioner Mr. Mangal Bhandari i/b Ms. Pranjali Bhandari for the Petitioner Mr. S. Ramakantha, Dy. Official Liquidator present Mr. C. J. Joy i/b Mr. S. K. Mohapatra, for the Regional Director 1 CORAM: A. M. Khanwilkar, J. Date: 19th November 2008 P. C. 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 Maruti Textiles Private Limited, the Transferor Company with Pioneer Syntex Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Company stated that they have complied with all statutory requirements as per the directions of this Court and they have filed necessary affidavit of compliance in this Court. Moreover, the Petitioner Company also undertakes to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. This Company Petition No.358 of 2008 has been filed by Maruti Textiles Private Limited, the Transferor Company. Counsel for the Petitioner Company submits that the registered address of the Transferee Company is situated in Surat, Gujarat and that the Petition filed by the Transferee Company 2 is pending before the Gujarat High Court. Hence, the sanction of this Court is sought subject to the order of the Gujarat High Court in the Company Petition filed by the Transferee Company in the said Court. 5. The Regional Director has filed Affidavit dated 8th September 2008 stating that the scheme is not prejudicial to the interest of the creditors and shareholders and the public. However, in Paragraph 6 of the said Affidavit, the Regional Director has taken an objection in relation to the credit of an amount of Rs.45,00,000/- as undisclosed income under the head of “Other Income” in Schedule 10 and debit of the same amount to unidentified assets under the head “Deposit, Loans and Advances” in Schedule 7 of the audited Annual Account, to which the Petitioner filed an Affidavit in reply dated 21st October 2008. The Regional Director then filed his further Affidavit dated 17th November 2008 and in paragraph 5.3 of the said Affidavit, he has stated that the Scheme of amalgamation may be considered by this Court without diluting legal action to be taken by the Registrar of Companies for violation of Section 209 and Section 211 of the Companies Act, 1956, against the Transferor Company and officer in default. 3 6. The Official Liquidator has filed the report stating that the affairs of the Petitioner / Transferor Company has been conducted in a proper manner and the Transferor Company may be ordered to be dissolved. 7. Upon perusal of the entire material placed on record, the Scheme appears to be fair and reasonable and is not violative of any provision of law and is not contrary to any public policy and moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of the shareholders and the public, subject to reservation of right of the Registrar of Companies to take action under Para 5.3 of the Further Affidavit of the Regional Director dated 17th November 2008. None of the parties concerned have come forward to oppose the Scheme. 8. There is no objection to the scheme, save and except as stated in paragraph 4 and 5 hereinabove. Since the requisite statutory compliances have been fulfilled, Company Petition No.358 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (h). However, as regards the objections raised by the Regional Director in paragraph 5.3 of his Affidavit, the Registrar of Companies is free to take such legal action against 4 the Transferor Company and its officer in default in accordance with the relevant provisions of the Companies Act, 1956. The scheme is sanctioned subject to the order to be passed by the Gujarat High Court in the Petition filed by the Transferee Company. 9. The Petitioner Company to lodge a copy of this Order and Scheme with the Registrar of Companies, Mumbai and also with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from obtaining the certified copy of the Order. 10. The Petitioner in the Company Petition to pay cost of Rs.7,500/- each to the Regional Director and the Official Liquidator. Costs to be paid within four weeks from today. 11. Filing and Issuance of Drawn Up Order is dispensed with. 12. All Authorities concerned to act on copy of this Order duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J) 5