1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO. 308 OF 2010 CONNECTION WITH COMPANY SUMMONS FOR DIRECTION NO 188 OF 2010 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Palm Tech India Limited and Ruchi Soya Industries Limited and their respective shareholders Ruchi Soya Industries Limited, a Company } incorporated under the provisions of the Companies Act, } 1956 having its registered office at } 408, Tulsiani Chambers, Nariman Point, Mumbai – 400021} ...Petitioner Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Dr. Sadhana Mahashabde i/b Mr. S. K. Mohapatra for Regional Director. CORAM: S.J. VAZIFDAR J DATE: 9TH JUNE 2010 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 a Scheme of 2 Amalgamation of Palm Tech India Limited and Ruchi Soya Industries Limited and their respective shareholders. 3. The Petition has been filed on behalf of the Transferee Company. The learned Counsel appearing for the Petitioner states that in so far as Transferor Company is concerned, the Petition has been filed before the Hon’ble Andhra Pradesh High Court and the same is pending for hearing and final disposal. 4. Counsel appearing on behalf of the Petitioner has further stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 5. The Regional Director has filed an affidavit stating therein that the scheme does not appear to be prejudicial to the interest of the shareholders and public. 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, Company Petition is made absolute in terms of prayer clause (a). 3 8. The Petitioner 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 Andhra Pradesh High Court. 9. The Petitioner to pay costs of Rs.7500/- to the Regional Director. 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, High Court (O. S.), Bombay (S.J. VAZIFDAR J)