IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.454 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.398 OF 2011 LUXITE INDUSTRIES LIMITED .....Petitioner/ First Transferor Company AND COMPANY SCHEME PETITION NO.455 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.399 OF 2011 DJR DELUX BEARINGS LIMITED ……Petitioner / Second Transferor Company WITH COMPANY SCHEME PETITION NO.456 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.400 OF 2011 DELUX BEARINGS LIMITED ……Petitioner / Transferee Company In the matter of the Companies Act 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 LUXITE INDUSTRIES LIMITED AND DJR DELUX BEARINGS LIMITED WITH DELUX BEARINGS LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in all Petitions. Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP Nos. 454 of 2011 and 455 of 2011 1 Mrs. Purnima Awasthi i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. CORAM: S. C. Dharmadhikari, J. DATE : 21st October, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation between LUXITE INDUSTRIES LIMITED, the First Transferor Company and DJR DELUX BEARINGS LIMITED, the Second Transferor Company with DELUX BEARINGS LIMITED, the Transferee Company under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioner 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 undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 4. The Official Liquidator has filed his report in CSP Nos. 454 of 2011 and 455 of 2011 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 2 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and 6(b) of the said Affidavit, it is stated that:- “6 That the Deponent further submits that:- (a) In Clause 4.6 of the Scheme, it is stated that the excess, if any, of the value of net assets of the Transferor Companies over the liabilities shall be credited by the Transferee Company to reserve account and the said account shall be credited as reserve of the transferee company. In this connection it is submitted that the Reserve arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company (DBL). (b) As per clause 14.5 of the scheme, the Transferee Company shall before allotment of the equity shares in terms of the scheme increase its authorized share capital by creation of at least such number of equity shares of Rs. 10 each as may be necessary to satisfy its obligations under the provisions of its scheme. In this connection, it is submitted that 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 filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms.” 6. So far as the objection in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Transferee Company through its counsel undertakes that the Transferee Company shall not utilize the reserve created out of the present Scheme of Amalgamation for the purpose of declaration of dividend. The said undertaking is accepted. 3 7. So far as the objection in paragraph 6(b) of the Affidavit of Regional Director is concerned, the Transferee Company through its counsel undertakes to comply with provisions of Section 94/97 read with Schedule X of the Companies Act 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The undertaking is accepted 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 has come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 454 of 2011 and 455 of 2011 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) and the Company Scheme Petition No. 456 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 10. 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. 4 11. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry. 12. The Petitioners in both Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition Nos. 454 of 2011 and 455 of 2011 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. C. Dharmadhikari, J.) 5