1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGIONAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 19 OF 2010 CONNECTED WITH COMPANY APPLICATION NO 1295 OF 2009 Chakrapani Investments & Trades Limited .....Petitioner/First Amalgamating Company AND COMPANY SCHEME PETITION NO 20 OF 2010 CONNECTED WITH COMPANY APPLICATION NO 1296 OF 2009 Surajmukhi Investment & Finance Limited ....Petitioner/Second Amalgamating Company AND COMPANY SCHEME PETITION NO 21 OF 2010 CONNECTED WITH COMPANY APPLICATION NO 1297 OF 2009 Gladiolla Investments Limited .....Petitioner/Third Amalgamating Company COMPANY SCHEME PETITION NO 22 OF 2010 CONNECTED WITH COMPANY APPLICATION NO 1298 OF 2009 Kalyani Investment Company Limited ...Petitioner/Resulting Company COMPANY SCHEME PETITION NO 40 OF 2010 CONNECTED WITH 2 COMPANY APPLICATION NO 1294 OF 2009 Kalyani Steels Limited ....Petitioner/Demerged Company In the matter of Sections 100, 391 & 394 of Companies Act, 1956 AND In the matter of Scheme of Arrangement between Kalyani Steels Limited and Chakrapani Investments & Trades Limited and Surajmukhi Investment & Finance Limited and Gladiolla Investments Limited and Kalyani Investment Company Limited and their respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioner Mr. C.J Joy i/b Shri S.K. Mohapatra for the Regional Director in all the Petitions. Mr. P. Rama Rao, Official Liquidator in Company Scheme Petition No. 19 of 2010; Company Scheme Petition No. 20 of 2010 & Company Scheme Petition No 21 of 2010. CORAM : S.J. KATHAWALLA J DATE: 12TH MARCH 2010 P.C 1. Heard the learned counsel for parties. 2. The sanction of the Court is sought to a Composite Scheme of Arrangement (“the Scheme”) presented under Sections 391 to 394 read with Sections 100 to 103 and other relevant provisions of the Companies Act, 1956, for demerger of the „Investment Division‟ of 3 Kalyani Steels Limited (“Kalyani Steels”) into Kalyani Investment Company Limited (“Kalyani Investment”) and amalgamation of Chakrapani Investments & Trades Limited (“Chakrapani”) and Surajmukhi Investment & Finance Limited (“Surajmukhi”) and Gladiolla Investments Limited (“Gladiolla”), with Kalyani Investment Company Limited (“Kalyani Investment”), and reduction of Equity Share Capital of Kalyani Steels Limited. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon‟ble Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertakes 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 his affidavit in reply and has stated in paragraph 6(a) to (e) thereof that:- (a) The Transferee Company(Resulting Company) and all the three Transferor Companies being NBFC company shall file copy of the order of the Hon‟ble High Court approving the Scheme with the Reserve Bank of India. (b) The Resulting Company shall comply with SEBI/Stock Exchange Guidelines in so far as listing of new shares proposed to be issued. 4 (c) With reference to clause 25.1 of the Scheme it is submitted that the Demerged Company shall not utilised the “Capital Adjustment Account” for the purpose of distributing Dividend and to that extent Company vide letter dated 19/02/2010 has submitted its undertaking which is enclosed vide Exhibit-„D‟. (d) The Registrar of Companies, Pune in his report (Exhibit-A) in para 29 has made observations in respect of violation of section 283A/269 of the Companies Act, 1956, as regards to non appointment of whole time company secretary and whole time director/Managing Director respectively by the amalgamating Company /transferor companies. The Demerged (holding Company) has given undertaking vide its letter dated 19/02/2010 which is enclosed as Exhibit-„E‟ to comply with the same by the Resulting Company on amalgamation of Transferor Companies with Resulting Company. 5. The Petitioner Companies through their counsel undertakes to comply with all the aforesaid requisitions as stated in paragraph 6 of affidavit of Regional Director. The said undertakings are accepted. 6. Save as aforesaid, the Scheme does not appear to be prejudicial to the interest of shareholders and public. 7. The Official Liquidator has filed report stating that the affairs of the Petitioner/Amalgamating Companies have been conducted in a proper manner and that the said Companies may be ordered to be wound up. 5 8. Upon perusal of the entire 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 any public policy. 9. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No 19 of 2010; Company Scheme Petition No 20 of 2010 and Company Scheme Petition No. 21 of 2010 & Company Scheme Petition No. 22 of 2010 are made absolute in terms of prayer clause (a). Company Scheme Petition No 40 of 2010 is made absolute in terms of prayer clauses (a) to (d) of the Petition. 10. The Petitioners to lodge 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 adjudication of stamp duty, payable, if any, on the same within 60 days from the date of order. 11.The Petitioners in all the petitions to pay cost of Rs. 7500/- each to the Regional Director. Petitioners in Company Scheme Petition No. 19 of 2010; Company Scheme Petition No. 20 of 2010 and Company Scheme Petition No. 21 of 2010 to pay cost of Rs 7500/- each to the Official Liquidator. 6 12. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 13.Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order, the Scheme and form of minutes duly authenticated by Company Registrar, High Court, (O.S), Bombay. ( S.J. KATHAWALLA J)