IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 123 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 134 OF 2010 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Section 391 to 394 of the Companies Act, 1956; AND IN The MATTER of BON Limited; AND IN THE MATTER of Scheme of Amalgamation between BON Limited and Hindustan Unilever Limited. BON Limited, a company registered ) under the Companies Act, 1956 and ) having its Registered Office at ) Haji Bunder, Sewri ) Mumbai – 400 015 )….. Petitioner /Transferor Company Versus Hindustan Unilever Limited, ) a company registered under the ) 2 Indian Companies Act, 1956, ) and having its Registered ) Office at 165/166, ) Backbay Reclamation, ) Mumbai-400020. ) … Respondent/Transferee Company Mr. Venkatesh Dhond i/b Crawford Bayley & Co., Advocate for the Petitioner/Transferor Company. Mr. Shailesh Mendon i/b. Chitnis & Co., Advocate for the Respondent/Transferee Company. Mrs. Purnima Awasthi i/b. S. K. Mohopatra, for Regional Director. Mr. P. Ramarao, Official Liquidator present. CORAM: S.J. KATHAWALLA J. DATE: 16th April, 2010 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 between BON Limited, Transferor Company and Hindustan Unilever Limited, the Transferee Company. 3 3. The abovenamed Petitioner Company is a fully owned subsidiary of Hindustan Unilever Limited, the Transferee Company. No separate Petition for sanctioning the Scheme is filed by Hindustan Unilever Limited, the Transferee Company as the filing of a separate petition was dispensed with by an Order passed by this Court on 12th March, 2010 in Company Summons for Direction No. 134 of 2010. 4. Counsel appearing on behalf of the Petitioner Company 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 Company undertakes 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. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, the Scheme does not appear to be prejudicial to the interest of the shareholders and public. The paragraph 6 of the said Affidavit reads thus:- “That the Deponent respectfully submits that, the Transferee Company is listed with the Bombay Stock Exchange and National Stock Exchange. However, the Transferee Company has not obtained “No Objection Certificate” from the respective Stock Exchanges.” The Counsel for the Petitioner submits that the shares of the Petitioner /Transferor Company are not listed on any Stock Exchange. Further, as the Petitioner /Transferor Company is a fully owned subsidiary of the Transferee Company filing of a separate petition by the Transferee Company has been dispensed with by an Order dated 12th March, 2010 of this Court. In view of 4 this, the Counsel for the Petitioner Company submits that the Transferee Company is not required to obtain “No Objection Certificate” from any Stock Exchange and, he further submits that only an intimation is required to be given by the Transferee Company to the Stock Exchanges under the applicable provisions of the Bombay Stock Exchange Listing Agreement. The Transferee Company has, immediately after the conclusion of its Board meeting held on 26th January, 2010 duly informed the fact of the merger between the Transferor and the Transferee Companies to the Bombay Stock Exchange and National Stock Exchange under the applicable provisions of the Bombay Stock Exchange Listing Agreement. The Counsel for the Petitioner and Respondent Companies states that they are in compliance of all the applicable requirements of the Bombay Stock Exchange and National Stock Exchange and the Rules made by each of them. 6. The Official Liquidator has filed a report stating that the affairs of the Petitioner/Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. From 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 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 No. 123 of 2010 is made absolute in terms of prayer clauses (a) to (f). 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 5 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 Petitioner to pay costs of Rs.7500/- each to the Regional Director, Western Region, Mumbai and also 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. (S.J. KATHAWALLA J.)