1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.446 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.451 OF 2009 STANDARD GREASES PRIVATE LIMITED …Petitioner / First Transferor Company. COMPANY PETITION NO.447 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.452 OF 2009 STANDARD OILS & GREASES PRIVATE LIMITED …Petitioner/ Second Transferor Company. COMPANY PETITION NO.448 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.453 OF 2009 TARAPUR GREASE INDUSTRIES PRIVATE LIMITED ……Petitioner / Third Transferor Company. COMPANY PETITION NO.449 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.454 OF 2009 STANDARD PETROLEUMS PRIVATE LIMITED …Petitioner / Fourth Transferor Company. 2 COMPANY PETITION NO.450 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.455 OF 2009 STANDARD GREASES (SILVASSA) PRIVATE LIMITED ……Petitioner / Transferee Company. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between STANDARD GREASES PRIVATE LIMITED and STANDARD OILS & GREASES PRIVATE LIMITED and TARAPUR GREASE INDUSTRIES PRIVATE LIMITED and STANDARD PETROLEUMS PRIVATE LIMITED with STANDARD GREASES (SILVASSA) PRIVATE LIMITED. Mr. Rajesh Shah i/b Rajesh Shah & Co ., for the Petitioners. Mr. S. Chandanamuthu, Official Liquidator in C.P. No.449 of 2009. Mr. C. J. Joy and Mr. Jadhav Rao i/b Mr. S.K. Mohapatra for Regional Director in all Company Petitions. 3 CORAM: S. J. Kathawalla, J. DATE: 31st July, 2009 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with Section 100 and 78 of the Companies Act, 1956, to the Scheme of Arrangement between STANDARD GREASES PRIVATE LIMITED and STANDARD OILS & GREASES PRIVATE LIMITED and TARAPUR GREASE INDUSTRIES PRIVATE LIMITED and STANDARD PETROLEUMS PRIVATE LIMITED with STANDARD GREASES (SILVASSA) PRIVATE LIMITED, pursuant to Sections 391 to 394 read with Section 100, 78 and other relevant provisions of the Act in the manner provided for in the Scheme. The Scheme, inter alia, provides for :- (a) the transfer by way of a demerger of the SGPL Oils and Greases Undertaking of SGPL to the SGSPL, and the consequent issue of equity shares by the SGSPL to the shareholders of the SGPL; (b) the transfer by way of a demerger of the SOGPL Oils and Greases Undertaking & SOGPL Windmill Undertaking of the SOGPL to the SGSPL, and the consequent issue of 4 equity shares by the SGSPL to the shareholders of the SOGPL; (c) the transfer by way of a demerger of the TGIPL Oils and Greases Undertaking of TGIPL to the SGSPL, and the consequent issue of equity shares by SGSPL to the shareholders of the TGIPL; and (d) the amalgamation of SPPL with SGSPL and the consequent issue of equity shares by SGSPL to the shareholders of SPPL; 3. Counsel appearing on behalf of the Petitioners 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, Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. 4. The Regional Director has filed an Affidavit, inter alia, stating therein that, save and expect as stated in paragraph No.6, the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of his affidavit, it is stated that as per clause 51 of the Scheme, the name of the Transferee Company is proposed to be changed to “Standard 5 Greases and Specialities Private Company”. In this connection, Transferee Company may be directed to comply with the provision of Section 20 & 21 of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies and that the proposed new name will be subject to availability of the same by the Registrar of Companies since as per the MCA 21 Computerized System systemically it is not possible to reserve the names and therefore, availability of the name will be subject to availability of the name at the time of making of actual application for change of name before the Registrar of Companies, Mumbai. 5. So far as paragraph 6 of Affidavit of Regional Director is concerned, the counsel appearing on behalf of the Petitioner Company states that the Petitioner Company undertake to comply with the requirements of the provisions of Section 20 and 21 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies. The Petitioner also agrees that the new name will be approved subject to the availability of the same on the MCA-21 system at the time of such application. The said undertaking is accepted. In view thereof, the Counsel appearing on behalf of the Regional Director does not have any objection to the scheme being sanctioned. 6. The Official Liquidator has filed report in Company Petition 6 No.449 of 2009 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved 7. Upon perusal of the entire material placed on records, 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. None of the parties concerned has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders and Public. 8. There is no objection to the Scheme, save and except as stated in paragraphs 4 and 5 hereinabove and since all the requisite statutory compliances have been fulfilled, Company Petition No.446 of 2009, 447 of 2009 and 448 of 2009 filed by the Transferor Companies and Company Petition No. 450 of 2009 filed by the Transferee company are made absolute in terms of prayer clauses (a) to (c) and Company Petition No. 449 of 2009 filed by the fourth Transferor Company is made absolute in terms of prayer clauses (a) to (d). 9. The Petitioner Companies to lodge a copy of this order and the Scheme with duly authenticated by the Company Registrar High Court, (O. S.) Bombay, with the concerned 7 Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the order . 10. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. The Petitioner in Company Petitions No.449 of 2009 filed by the Transferor Companies also to pay cost of Rs.7,500/- to the Official Liquidator. Costs to be paid within four weeks from today . 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)