1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.483 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.401 OF 2011 POLYCAB INDUSTRIES PRIVATE LIMITED ………Petitioner/First Transferor Company AND COMPANY SCHEME PETITION NO.484 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.402 OF 2011 POLYCAB CABLES PRIVATE LIMITED ……Petitioner/Second Transferor Company AND COMPANY SCHEME PETITION NO.485 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.403 OF 2011 BNK PLASTICS PRIVATE LIMITED ,………Petitioner/Third Transferor Company AND COMPANY SCHEME PETITION NO.486 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.404 OF 2011 POLYCAB INDUSTRIES DAMAN PRIVATE LIMITED ……Petitioner/Fourth Transferor Company AND COMPANY SCHEME PETITION NO.487 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.405 OF 2011 POLYCAB WIRES PRIVATE LIMITED ……Petitioner/Transferee Company 2 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 BETWEEN Polycab Industries Private Limited (“First Transferor Company”) AND Polycab Cables Private limited (“Second Transferor Company”) AND BNK Plastics Private Limited (“Third Transferor Company”) AND Polycab Industries Daman Private Limited (“Fourth Transferor Company”) WITH Polycab Wires Private Limited (“Transferee Company”) AND Their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in all Petitions. Mr. C.J. Joy and Mr. Abhijt Desai i/b Mr. H.P. Chaturvedi for Regional Director in all Petitions. Mrs. R. N. Suttar, Asst. Official Liquidator, present in Company Scheme Petition Nos. 483 of 2011 to 486 of 2011. 3 CORAM: S. C. DHARMADHIKARI, J DATE: 2nd DECEMBER 2011 P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation between Polycab Industries Private Limited, the First Transferor Company, Polycab Cables Private limited, the Second Transferor Company, BNK Plastics Private Limited, the Third Transferor Company, Polycab Industries Daman Private Limited, the Fourth Transferor Company with Polycab Wires Private Limited, the Transferee Company and their respective Shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioners 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. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and 6(b) of the said Affidavit in which it is stated that: 4 “(a) In clause no. 14.1 of the scheme the figure of total authorized share capital of the Transferor Companies stated as Rs 16,00,00,000/- which may be corrected as Rs 11,00,00,000/- as the combined authorized share capital of all the Transferor Companies comes to Rs. 11,00,00,000/- only”. (b) In clause 14.2 of the scheme, the number of equity shares stated as 9,60,00,000 which may be corrected as 9,10,00,000 as the merged authorized capital of Rs 91,00,00,000/- is represented by 9,10,00,000 equity shares of Rs 10/- each”. 5. As far as the observations in paragraphs 6(a) and 6(b) of the Affidavit of the Regional Director are concerned, the Counsel appearing on behalf of the Petitioner Companies states that the errors pointed out by the Regional Director are typographic errors. The Counsel, therefore, seeks leave of this Court to amend Clause 14.1 of the Scheme by substituting the figures 16,00,00,000 with 11,00,00,000. The Counsel further seeks leave of this Court to amend Clause 14.2 of the Scheme by substituting the figures 9,60,00,000 with 9,10,00,000. Leave to amend is granted. Amendment to be carried out within a period of three weeks from today. 6. The Official Liquidator has filed his report in Company Scheme Petition No.483 of 2011 to 486 of 2011 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved by this Court. 5 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. 8. Since all the requisite statutory compliances have been fulfilled; Company Scheme Petition is made absolute in terms of prayer Clause (a) of the respective Petitions. 9. The Petitioners 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 order. 10. Petitioner Companies are directed to file a copy of this order alongwith a copy the Scheme of Amalgamation 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. 11. The Petitioners to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and Petitioners in Company Petition Nos.483 of 2011, 484 of 2011, 485 of 2011 and 486 of 2011 to pay cost of Rs 10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 6 13. All authorities concerned 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.)