1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 31 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 28 OF 2010 PAYAL ENTERPRISES PRIVATE LIMITED…..Petitioner Company / Transferor Company WITH COMPANY SCHEME PETITION NO. 32 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 29 OF 2010 FORTRAN STEEL PRIVATE LIMITED…….. Petitioner Company / Transferee Company In the matter of the Companies Act, 1956 (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 Payal Enterprises Private Limited (Transferor Company) with Fortran Steel Private Limited (Transferee Company); AND Their respective shareholders. Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Mr. P. Ramarao, Official Liquidator, in C.S.P. No. 31 of 2010. Mr. C. J. Joy and Ms. Madhvi Tavanandi i/b Mr. S.K. Mohapatra for Regional Director in in C.S.P. No. 31 of 2010 and C.S.P. No. 32 of 2010. 2 CORAM: S.J. KATHAWALLA J. DATE: 29th March, 2010 PC: 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 between Payal Enterprises Private Limited and Fortran Steel Private Limited and their respective Shareholders. 3. Counsel appearing on behalf of the Petitioners has 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 also 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 Regional Director has filed affidavit and has stated in paragraph 6 that the combined authorized capital of the Transferor and Transferee Company will take effect on the date of entry in MCA 21 data base pursuant to Section 97 of the Companies Act, 1956 instead of “Effective Date” as stated in para 13 of the Scheme. The learned counsel on instructions from Mr. Rakesh Chandra, Regional Director, does not press the aforesaid objection as stated in para 6 of the affidavit of Regional Director. The Regional Director has stated that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed report in Company Scheme Petition No.31 of 2010 stating therein that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. Upon perusal of the entire material placed on records, 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. None of the parties concerned has come forward to oppose the Scheme. Moreover, both the Regional Director and the Official Liquidator have stated 3 that the Scheme as proposed is in the interest of share holders, creditors and the public. 7. There is no objection to the Scheme since all the requisite statutory compliances have been fulfilled; Company Scheme Petition No. 31 of 2010 and Company Scheme Petition No. 32 of 2010 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (h) of the respective Petitions. 8. The Petitioner Companies to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 9. The Petitioners in both the Company Scheme Petitions to pay cost of Rs.7,500/- each to the Regional Director and the Petitioner in the Company Scheme Petition No 31 of 2010 filed by the Transferor Company to pay the Official Liquidator a sum of Rs.7,500/-. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar. (S.J. KATHAWALLA J.)