IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NOS 102 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NOS 7 OF 2010 Shibani Plantations Private Limited …….Petitioner company / (First Transferor company) AND COMPANY SCHEME PETITION NOS 103 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NOS 8 OF 2010 Shibani Agro Products Private Limited …Petitioner company / (Second Transferor company) AND COMPANY SCHEME PETITION NOS 104 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NOS 9 OF 2010 Shibani Greens Private Limited …Petitioner company / (Third Transferor company) AND COMPANY SCHEME PETITION NOS 105 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NOS 10 OF 2010 Shefali Agro Products Private Limited …Petitioner company / (Fourth Transferor company) AND COMPANY SCHEME PETITION NOS 106 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NOS 11 OF 2010 Shefali Greens Private Limited …Petitioner company / (Fifth Transferor company) AND 2 COMPANY SCHEME PETITION NOS 107 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NOS 12 OF 2010 Shefali Horticulture Private Limited …Petitioner company / (Sixth Transferor company) AND COMPANY SCHEME PETITION NOS 108 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NOS 13 OF 2010 Sweet Valley Agro Products Private Limited …Petitioner company / (Seventh Transferor company) AND COMPANY SCHEME PETITION NO 109 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 14 OF 2010 Shefali Farms Private Limited …… Petitioner Company / (Transferee Company) In the matter of the Companies Act. 1956 (1 of 1956); And In the matter of Sections 391 to 394 of the Companies Act, 1956; In the matter of Scheme of Amalgamation between Shibani Plantations Private Limited And Shibani Agro Products Private Limited And Shibani Greens Private Limited And Shefali Agro Products Private Limited And Shefali Greens Private Limited And Shefali Horticulture Private Limited And Sweet Valley Agro Products Private Limited. 3 CORAM : S. J. KATHAWALLA, J. Date: 01st October, 2010 Shri Aslam Khan Advocate for all Petitioners Dr. T. Pandian, Dy. Official Liquidator in CSP nos. 102 of 2010 to 109 of 2010 Shri Abhijeet Desai / i/b Mr. S. K. Mohapatra for Regional Director in all Petitions P. C. Heard learned counsel for parties. 1. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalagamation of Shibani Plantations Private Limited, Shibani Agro Products Private Limited, Shibani Greens Private Limited Shefali Agro Products Private Limited, Shefali Greens Private Limited, Shefali Horticulture Private Limited and Sweet Valley Agro Products Private Limited, the Transferor Companies with Shefali Farms Private Limited, the Transferee Company and their respective shareholders. 2. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the 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 statutory requirements if any, as required under the Companies Act, 1956 and the rules made there under. The undertaking is accepted. 3. The Regional Director has filed his affidavit stating therein that save and except as stating in paragraph 6 (a) and 6 (b) of the said Affidavit, the scheme does not appear to be prejudicial to the interest of shareholder and public. In paragraph 6(a) and 6(b) of the Affidavit the Regional Director has stated that (a) In clause 5.1 of the scheme, at the beginning of fourth line the word “Preference” may be substituted with the word “Equity”, as the equity shares are being allotted instead of preference shares as stated therein. 4 (b) The Transferee company may be directed to comply with the payment of Income Tax / Capital Gain Tax has may be arrived by tax authority which is arising out of sale of land/disposal of immovable property of the Transferor Companies. 4. So far as the query raised by the Regional Director in paragraph 6(a) of his Affidavit is concerned, the counsel for the Petitioners submits that the word, “Preference” appearing at the beginning of fourth line of clause 5.1 of the Scheme is a typographical error and that the same needs to be substituted with word “Equity”. The counsel, therefore, seeks leave of this court to amend the scheme by substituting the word “Preference” with the word “Equity”. Leave to amend is granted. Amendment to be carried out within one week. 5. So far as the observation made in paragraph 6(b) of the affidavit is concerned, the counsel for the petitioners submits that the shareholders / directors of the Transferors companies have already filed an Indemnity Bond with the Registrar of Companies, Mumbai to pay and settle all lawful claims arising in future after the amalgamation of the company with M/s. Shefali Farms Private Limited, the Transferee Company in respect of income tax dues relating to the sale of agricultural land. The counsel on behalf of the Transferee company further undertakes to comply with the payment of Income Tax/Capital Gain as may be arrived by the Tax Authority arising out of sale of land / disposal of immovable property of the Transferor Companies. The undertaking is accepted. 6. The Official Liquidator has filed his report in Company Scheme Petition No. 102 of 2010 to 109 of 2010 stating that the affairs of 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. 5 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 102 of 2010 to 109 of 2010 are made absolute in terms of Prayer clause (a) to (c) of the respective petition. 9. The Transferee Company 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 of adjudication of stamp duty, payable, if any, within 30 days from the date of the order. 10. The Petitioners in all the Companies to pay cost’s of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai . Petitioner in Company Petitions Nos. 102 of 2010 to 108 of 2010 to pay cost’s of Rs. 10,000/- to the Official liquidator, High Court, Bombay. 11. Cost to be paid within 4 weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. Costs to be paid within four weeks from today. (S. J. KATHAWALLA, J.)