IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 700 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 654 OF 2010 BASF Coatings (India) Private Limited … Petitioner/Transferor Company No. 1 WITH COMPANY SCHEME PETITION NO. 701 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 655 OF 2010 BASF Construction Chemicals (India) Private Limited … Petitioner / Transferor Company No. 2 WITH COMPANY SCHEME PETITION NO. 702 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 656 OF 2010 BASF Polyurethanes India Limited … Petitioner / Transferor Company No. 3 WITH COMPANY SCHEME PETITION NO. 703 OF 2010 CONNECTED WITH 2 COMPANY SUMMONS FOR DIRECTION NO. 657 OF 2010 BASF India Limited … Petitioner / Transferee Company IN THE MATTER of Scheme of Amalgamation of BASF Coatings (India) Private Limited, BASF Construction Chemicals (India) Private Limited and BASF Polyurethanes India Limited with BASF India Limited. Mr. Fredun Devitre alongwith Miss. Renuka Shetty i/b Chitnis & Co. Advocate for the Petitioners in all the Petitions. Mr. C. J. Joy & Ms.Soma Singh i/b Mr. S. K. Mohopatra for Regional Director in all Petitions. Dr. T. Pandian, Dy. Official Liquidator present in CSP No. 700 of 2010 to 702 of 2010. CORAM: S. C. DHARMADHIKARI J. DATE: 14th January, 2011 3 PC: 1. Heard learned Counsel for the Parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of BASF Coatings (India) Private Limited, BASF Construction Chemicals (India) Private Limited and BASF Polyurethanes India Limited with BASF India Limited and their respective Shareholders and Creditors. 3. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The Undertaking is accepted. 4 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6(a) and (b), the Scheme does not appear to be prejudicial to the interest of shareholders and public. In Paragraph 6(a) and 6(b) it is stated that:- a) “The shares of the Petitioner Companies are held by Foreign Body Corporates/NRI. Hence the Transferee Company may be directed to comply with FEMA/RBI Guidelines as applicable while implementing the present scheme of amalgamation.” b) “Clause 12 of the Scheme deals with amendment in Objects Clause of the Memorandum of Association of the Transferee company. In this connection, the Transferee Company may be directed to comply with section 40 read with section 18 of the Act and to file amended copy of the Memorandum of Association alongwith Form No. 21 with the Registrar of companies.” 5 5. With respect to the observation made by the Regional Director in paragraph 6(a), the Counsel for the Petitioner Companies submits that the Transferee Company shall comply with FEMA/RBI guidelines as applicable while implementing the present Scheme of Amalgamation. The said undertaking is accepted. Further, with respect to the observation made by the Regional Director in paragraph 6(b), the Counsel for the Petitioner Company submits that the scheme itself provides for the alteration of the objects clause in the Memorandum of Association. In view of the judgment of this court in PMP Auto Industries Limited in re 1994 80 Com. Cases 289, no further compliance is required. In the event of any amendment carried out pursuant to Clause 12 of the Scheme, the Transferee Company undertakes to file an amended copy of the Memorandum of Association alongwith Form 21 with the Registrar of Companies. The said undertaking is accepted. 6. The Official Liquidator has filed his report in Company Scheme Petition No. 700 of 2010 to 702 of 2010 stating that the affairs of the 6 Transferor Companies has been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 700 of 2010 to 703 of 2010 are made absolute in terms of prayer clauses (a) to (f) of the respective Petitions. 9. The Transferee Company to lodge a copy of this Order and the Scheme, duly authenticated by the Company Registrar, High Court, 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. 10. The Petitioners in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. 7 The Petitioner Company in Company Scheme Petition Nos. 700 of 2010 to 702 of 2010, to pay costs of Rs. 10,000/- each, to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. 13. Undertaking in Clause 5 are accepted as undertaking to the Court. (S. C. DHARMADHIKARI J.)