IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 542 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 555 OF 2010. 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 the Scheme of Amalgamation of Ras Al Khaimah Ceramics (India) Private Limited with R.A.K. Ceramics India Private Limited and their Respective Shareholders. Ras Al Khaimah Ceramics (India) Private Limited.....Petitoner/ Transferor Company. Mr.Hemant Sethi i/b Hemant Sethi & Co, Advocate for Petitioner. Dr. T. Pandian, Deputy Official Liquidator present. Mr N.D.Sharma i/b Mr.S.K.Mohapatra for Regional Director. CORAM : S. J. KATHAWALLA,J DATE : 22ND OCTOBER,2010 PC: 1. Heard learned counsel for 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 Ras Al Khaimah Ceramics (India) Private 2 Limited, the Transferor Company with R.A.K. Ceramics India Private Limited, the Transferee Company and their respective shareholders. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has 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 Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed affidavit stating therein that save and except as stated in paragraphs 6 (a) and (b) of the said affidavit, the scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraphs 6 (a) and (b) of the said affidavit, the Regional Director has stated that: “(a) the Registered Office of the Transferee Company is situated in the State of Andhra Pradesh . Hence the present scheme of amalgamation between the Transferor Company and the Transferee Company will be subject to condition of similar approval from Hon’ble High Court of 3 Andhra Pradesh in respect of Transferee Company. (b) Clause 13.1 of the Scheme provide for allotment of shares to foreign promoter. In this connection the Transferee Company may be directed to comply with FEMA/RBI Guidelines in this regard. 5. In response to the (a) above, the counsel for the Petitioner states that the Transferee Company has already filed a Petition for obtaining sanction of the High Court of Andhra Pradesh to the proposed Scheme of Amalgamation and that the said Petition is pending for final hearing before the said court. 6. So far as the query raised by the Regional Director as stated in paragraph 6(b) of the affidavit is concerned, the Counsel for the Petitioner submits that the said compliance is required to be complied with by the Transferee Company. However, Clause 13.2 (e) of the Scheme already deals with the requisite approval to be obtained under Foreign Exchange Management Act/Reserve Bank of India with regard to allotment of shares to foreign promoter holding shares in the Transferor Company. 7. The Official Liquidator has filed a report stating that the affairs of the Transferor Company have been conducted in a 4 proper manner and that the Transferor Company may be ordered to be dissolved. 8. 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. 9. There is no objection to the Scheme of Amalgamation save and except as stated in paragraphs 4 to 6 hereinabove and since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.542 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (c). The Scheme is sanctioned subject to same being sanctioned by the High Court of Andhra Pradesh at Hyderabad in case of the Transferee Company. 10. The Petitioner Company 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 sanctioning of the Scheme by the High Court of Andhra Pradesh at Hyderabad in respect of the Transferee Company. 11. The Petitioner to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and to the 5 Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order along with scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay. (S. J. KATHAWALLA, J)