1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 652 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 663 OF 2010 Zodiac Private Limited. Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO. 653 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 664 OF 2010 Miraj Marketing Company Private Limited ..Petitioner/Transferee Company In the matter of Companies Act 1 of 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Zodiac Private Limited with Miraj Marketing Company Private Limited. Mr. Aurup Dasgupta i/b. M/s. Jhangiani, Narula & Associates, Advocates for the Petitioners in both Petitions. Mr. M. S. Bhardwaj i/b. Mr. H. P. Chaturvedi for the Regional Director in both Petitions. 2 Dr. T. Pandian Dy. Official Liquidator, present in Company Scheme Petition No. 652 of 2010. CORAM: S. J. VAZIFDAR. J. Dated: 23rd December, 2010. P.C.: Heard learned counsel for the parties. 1. The Petitioner in Company Scheme Petition No. 652 of 2010 is Transferor Company and the Petitioner in Company Scheme Petition No. 653 of 2010 is the Transferee Company. The sanction of this Court is sought to the proposed Scheme of Amalgamation of Zodiac Private Limited with Miraj Marketing Company Private Limited. 2. The Counsel appearing on behalf of the Petitioners has stated that Petitioners have complied with all statutory requirements as per the directions of this Court and they have filed the necessary Affidavit of Service in the Court. Moreover, the Petitioners also undertake to comply with the statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The Undertaking is accepted. 3 3. 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, the Scheme does not appear to be prejudicial to the interest of the shareholders and public. In paragraphs 6 (a) and 6 (b) of the said Affidavit, the Regional Director has stated that :- (a) As per clause 16 of the scheme, the authorized share capital of the Transferor Company (Rs.50,00,000/-) shall be added to the authorized share capital of the Transferee Company (Rs.1,00,000/-). Hence the merged authorizes share capital would be Rs.51,00,000/-. However clause 16.3 of the scheme traced that authorized share capital of the Transferee Company shall stand enhance to an amount of Rs.112,04,500/-. Hence 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 increase in additional authorized share capital to the extent of Rs.61,04,500/- and filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. 4 (b) The Transferor Company which is a Non Banking Finance Company, is getting merged with the Transferee Company. Hence the Transferee Company maybe directed to file a copy of the scheme along with the copy of this Hon’ble Court’s order on this petition within 30 day’s from the date of the order, with the RBI and also if if if if necessary necessary necessary necessary get registered itself with RBI as NBFC as per RBI guidelines. 4. In so far as the observations made in paragraph 6 (a) of the Affidavit of the Regional Director are concerned, the Counsel appearing on behalf of the Petitioner Companies states that the Transferee Company undertakes to comply with provisions of Sections 94/97 read with Schedule X of the Companies Act, 1956 in respect of increase in additional authorised share capital to the extent of Rs.61,04,500/- (Rupees Sixty One Lacs Four Thousand Five Hundred Only) and to file necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as may be applicable. Further, in so far as the observations made in paragraph 6 (b) of the Affidavit of the Regional Director are concerned, the Counsel appearing for the Petitioner Companies states that the Transferee 5 Company undertakes to file a copy of the Scheme alongwith the copy of this Order within 30 days from the date hereof with the Reserve Bank of India and also if necessary, have itself registered with the Reserve Bank of India as a Non Banking Finance Company. Both the said undertakings are accepted. 5. The Official Liquidator has filed his report in Company Scheme Petition No. 652 of 2010 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the said Transferor Company may be ordered to be dissolved. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 652 of 2010 is made absolute in terms of prayers (a) to (i), and Company Scheme Petition No. 653 of 2010 is made absolute in terms of prayers (a) to (h). 6 8. 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. 9. Petitioners in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director. The Petitioner in Company Scheme Petition No. 652 of 2010 to pay a sum of Rs.10,000/- to the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order duly authenticated by the Company Registrar, High Court, Bombay. (S. J. VAZIFDAR, J.)