1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.265 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.215 OF 2011 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; AND In the matter of Scheme of Amalgamation of Pooja Credits Private Limited (“the Transferor Company”) WITH Kirloskar Brothers Investments Limited (“the Transferee Company”) AND Their respective Shareholders Pooja Credits Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at13/A, Karve Road, Kothrud, Pune-411038 Maharashtra. ) ) ) ) ) ……Petitioner Company Mr. Gautam Ankhad i/b M/s. Hemant Sethi & Co., for the Petitioner. Mrs. R. T. Sutar, Asstt. Official Liquidator, present. Mr. C.J. Joy and Mrs. Soma Singh i/b H. P. Chaturvedi for Regional Director. CORAM: S. C. Dharmadhikari, J. DATE: 18th November, 2011 P.C. :- 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Pooja Credits Private Limited, the Transferor Company with Kirloskar Brothers Investments Limited, the Transferee Company and their respective shareholders. 3. The learned counsel appearing on behalf of the Petitioners submits that the Petitioner Company is a wholly owned subsidiary of Kirloskar Brothers Investments Limited, the Transferee Company and that by an order passed by this Court on 1st April, 2011 in Company Summons for Direction Nos.215 of 2011, the filing of a separate Company Summons for Direction and Company Scheme Petition and a separate process in relation to the proposed Scheme by the Transferee Company, was dispensed with. 4. Learned counsel appearing on behalf of the Petitioner submits 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, Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The said undertaking is accepted. 5. The Regional Director has filed an affidavit stating that save and except as stated in paragraph 6 of the said affidavit, it appears that Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit it is stated that: 3 “6 That the Deponent further submits that Clause 13.1(vi) of the Scheme states that the difference between the value of assets over the value of liability including reserves of the Transferor Company transferred to the Transferee Company shall be adjusted in the Reserves of Transferee Company. In this connection it is submitted that the Reserve arising out of this scheme shall be treated as “Amalgamation Reserve” and shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.” 6. In reply to the aforesaid query raised by the Regional Director, the Petitioner Company through their counsel undertakes that reserves so arising in the books of the Transferee Company pursuant to the Scheme shall be treated as “Amalgamation Reserve” and that the same shall not be utilized for the purpose of declaring dividend in future. The said undertaking is accepted. 7. The Official Liquidator has filed his report in Company Scheme Petition No.265 of 2011 stating therein that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved by this Court. 8. 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 has come forward to oppose the Scheme. 4 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.265 of 2011 filed by the Transferor Company is made absolute in terms of prayer (a). 10. The Petitioner Company to lodge a 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, on the same within 60 days from the date of this Order. 11. Petitioners to file a copy of this order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically, along with e-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 12. Petitioner Company to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, (O. S.), Bombay. (S. C. DHARMADHIKARI, J.)