1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGIONAL CIVIL JURISDICTION COMPANY PETITION NO 640 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 647 OF 2009 Ace Gas Conversions Private limited .....Petitioner/ Transferor Company AND COMPANY PETITION NO 641 OF 2009 CONNECTED WITH COMPANY APPLICATION NO 648 OF 2009 Ace LPG Kits Private limited ....Petitioner/ Transferee Company In the matter of Sections 391 & 394 of Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Ace Gas Conversions Private limited with Ace LPG Kits Private limited and their respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioner Mr. C.J Joy with Mr. S.K. Mohapatra for the Regional Director in both the Petitions. Mr. P. Rama Rao, Official Liquidator in Company Petition No. 640 of 2009. CORAM : S.J. KATHAWALLA J DATE: 12TH MARCH 2010 P.C 1. Heard the learned counsel for parties. 2 2. The sanction of the Court is sought to a Scheme of Amalgamation of Ace Gas Conversions Private limited with Ace LPG Kits Private limited and their respective Shareholders (“Scheme”). 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 4. The Regional Director has filed his affidavit in reply and has stated in paragraph 6(a) & (b) thereof that:- (a) As per clause 10.5 of the Scheme the name of the Transferee Company is proposed to be changed to “Ace Gas conversion Private Limited”. In this connection Transferee Company may be directed to comply with the provisions of Section 20 & 21 of the Companies Act, 1956 in respect of filing of necessary forms with the filing fees to the Registrar of Companies, Mumbai; (b) As per clause 10.6 of the Scheme, the Transferee Company has proposed to changed in its object clause. In this connection Transferee Company may be directed to comply with provisions of Section 16/17 of the Companies Act, 1956 in respect of filing of necessary forms with the filing fees to the Registrar of Companies, Mumbai. 3 5. The Transferee Company through their counsel undertakes to comply with all the aforesaid requisitions as stated in paragraph 6 of affidavit of Regional Director. The said undertakings are accepted. 6. Save as aforesaid, the Scheme does not appear to be prejudicial to the interest of shareholders and public. 7. The Official Liquidator has filed report stating that the affairs of the Transferor Company has been conducted in a proper manner and that the said Company may be ordered to be wound up. 8. 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. 9. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No 640 of 2009 & Company Petition No 641 of 2009 are made absolute in terms of prayer clause (a). 10. The Petitioners to lodge 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 adjudication of stamp duty, payable, if any, on the same within 60 days from the date of order. 11.The Petitioners in both the Petitions to pay cost of Rs. 7500/- each to the Regional Director. Petitioner in Company Petition No. 640 of 2009 to pay cost of Rs 7500/- to the Official Liquidator. 4 12. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 13.Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, (O.S), Bombay. ( S.J. KATHAWALLA J)