IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.327 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.305 OF 2009 The National Art Silk Mills Private Limited.… Petitioner/ First Transferor Company AND COMPANY PETITION NO.328 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.306 OF 2009 Chinai Investment & Trading Private Limited … Petitioner/ Second Transferor Company AND COMPANY PETITION NO.329 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.307 OF 2009 Everest Shipping Company Private Limited … Petitioner/ Third Transferor Company AND COMPANY PETITION NO.330 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.308 OF 2009 Piramal Sons Private Limited … Petitioner/ Transferee Company 1 In the matter of Companies Act, 1956 (1 of 1956); And In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Amalgamation of - The National Art Silk Mills Private Limited, Chinai Investment & Trading Private Limited and Everest Shipping Company Private Limited with Piramal Sons Private Limited. Mr. Mayur Khandeparker, Counsel i/b Kanga & Company, Advocates for Petitioners Mr. V. B. Tiwari and Mr. P. Khosla i/b S. K. Mohpatra for the Regional Director in all the Petitions. Mr. M. Chaudammuthn, Dy. Official Liquidator in C.P. No.327 of 2009, C.P. No.328 of 2009 and C.P. No.329 of 2009. CORAM : S. J. KATHAWALLA J. DATE : 14th August 2009 P.C. 1. Heard Learned Counsel for the parties 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation of The National Art Silk Mills Private Limited, Chinai Investment & Trading Private Limited and Everest 2 Shipping Company Private Limited, the three Transferor Companies with Piramal Sons Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners 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 through their Counsel also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed his affidavit stating therein that save and except stated in Paragraph 6, it appears that the Scheme is not prejudicial to the interest of the shareholders and public. In Paragraph 6 of his Affidavit, the Regional Director states that the Second Transferor Company, viz., Chinai Investment & Trading Private Limited, may be directed to file a copy of the Scheme alongwith a copy of the Order of this Court sanctioning the present Scheme with the Reserve Bank of India within thirty days from the date of the Order. 5. The counsel for the Second Transferor Company tendered its Affidavit dated 14th August 2009 wherein it has given an undertaking to file a copy of the scheme alongwith a copy of order of this Court sanctioning the present scheme of amalgamation with RBI within 30 days from the date of the order. The Affidavit is 3 taken on record and marked ‘X’ for identification and undertaking given therein is accepted. 6. The Official Liquidator has filed his Report in Company Petitions Nos.327 of 2009, 328 of 2009 and 329 of 2009 stating therein that the affairs of the three Transferor Companies have been conducted in a proper manner and that all the Transferor Companies may be ordered to be dissolved, without the order of winding up. 7. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interests of the shareholders and the public and the Official Liquidator has stated that the affairs of the three Transferor Companies have been conducted in a proper manner. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, I am of the considered view that the scheme shall have to be sanctioned, subject to one condition as raised by the Regional Director in paragraph 6 of his common Affidavit. In the circumstances, Company Petition No.327 of 2009 filed by the First Transferor Company, Company Petition No.328 4 of 2009 filed by the Second Transferor Company and Company Petition No.329 of 2009 filed by the third Transferor Company are made absolute in terms of prayer Clauses (a) to (f) and Company Petition No.330 of 2009 filed by Transferee Company is made absolute in terms of prayers (a) to (e). 9. The Transferee Company to lodge copy of this order and 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 30 days from the date of this Order: 10. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. The Petitioner Company in Company Petition Nos.327 of 2009, 328 of 2009 and 329 of 2009 to pay cost of Rs.7,500/- each to the Official Liquidator. Costs to be paid within four weeks from the date of Order. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order alongwith the scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J.) 5