IN IN IN THE HIGH COURT OF JUDICATURE AT BOMBAY THE HIGH COURT OF JUDICATURE AT BOMBAY THE HIGH COURT OF JUDICATURE AT BOMBAY O.O.C.J. O.O.C.J. O.O.C.J. COMPANY MPANY MPANY PETITION NO.198 PETITION NO.198 PETITION NO.198 OF OF OF 200 200 2006. CONNECTED WITH COMPANY APPLICATION No. 732 of 2005. In the matter of Scheme of Amalgamation of Aneja Solvex Limited and Ruchi Credit Corporation Limited with Ruchi Soya Industries Limited and their respective shareholders. Aneja Solvex Limited. Petitioner. WITH COMPANY PETITION No. 199 of 2006 CONNECTED WITH COMPANY APPLICATION No.733 of 2005. In the matter of Scheme of Amalgamation of Aneja Solvex Limited and Ruchi Credit Corporation Limited with Ruchi Soya Industries Limited and their respective shareholders. Ruchi Credit Corporation Limited. ..Petitioner. WITH COMPANY PETITION No.200 of 2006 CONNECTED WITH COMPANY APPLICATION No.835 of 2005. In the matter of Scheme of Amalgamation of Aneja Solvex Limited and Ruchi Credit Corporation Limited with Ruchi Soya Industries Limited and their respective shareholders. Ruchi Soya Industries Limited. ..Petitioner. - 2 - Mr. Mr. Mr. D.J. Khambata i/b R. Shah & Co. for D.J. Khambata i/b R. Shah & Co. for D.J. Khambata i/b R. Shah & Co. for the petitioner. Mr. S.C. Gupta, O.L. except in C.P. No.200/06 Mr. C.J. Joy with R.C. Master and N.D.Sharma i/b Dr. T.C. Kaushik for Regional Director. CORAM CORAM CORAM : S.C.DHARMADHIKARI,J. : S.C.DHARMADHIKARI,J. : S.C.DHARMADHIKARI,J. DATE DATE DATE : 16th June, 2006. : 16th June, 2006. : 16th June, 2006. P.C. P.C. P.C. 1] Heard Mr.Khambata learned Senior Counsel for the applicant and Mr.Joy counsel appearing for the Regional Director. 2] The Company Petitions are seeking sanction of this Court to a Scheme of Amalgamation. The silent features of the Scheme, copy of which is annexed to the petition, are also set out in the petition. 3] The Scheme has been examined by the Registrar of Companies who has forwarded his report to the Regional Director. The Regional Director has - 3 - filed an affidavit stating that the Scheme is not prejudicial to the interest of creditors and share holders. It is also pointed out by the Official Liquidator in his report that the Chartered Accountants/Auditors appointed by him, have scrutinized the records, Books of Account and relevant papers of the Company. In their report it is stated that the affairs of the Company are not being carried on to the prejudice of the Members or to public interest. The latest financial position has been set out and inasmuch as copy of the original balance-sheet is also forwarded. All this material has been scrutinized and the above reports forwarded. 4] In the light of the same, company petitions deserve to succeed. Company Petition No. 198 and 199 of 2006 are made absolute in terms of prayer clause (a) to (l) and Petition No.200 of 2006 is made absolute in terms of prayer clause (a) to (n) subject to payment of costs to Regional Director and Official Liquidator quantified at Rs.2,500/-each in Company Petition No.198 of 2006 and 199 of 2006 and costs of Rs.2500/- to Regional Director in Company Petition No. 200 of 2006. 5] All concerned parties including Registrar - 4 - of Companies to act on the ordinary copy of the order and scheme annexed to the petition, authenticated by the Company Registrar, High Court, Bombay. 6] Filing and issuance of drawn up order is dispensed with. [S.C.DHARMADHIKARI,J] [S.C.DHARMADHIKARI,J] [S.C.DHARMADHIKARI,J]