IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.590 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.467 OF 2010 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956 (1 of 1956); AND IN THE MATTER of Technocraft Exports Private Limited; AND IN THE MATTER of the Scheme of Amalgamation of; Technocraft Exports Private Limited WITH Technocraft Industries (India) Limited. TECHNOCRAFT EXPORTS PRIVATE LIMITED ) A Company incorporated under the provisions ) of the Companies Act, 1956 and having its ) registered office at A-25, MIDC, Road No. 3, ) Marol Industrial Area, Andheri (East), ) Mumbai – 400 093 ) ...Petitioner Company Mr. Nayan Rawal, Advocate for Petitioner. Dr. T. Pandian, Official Liquidator Present. Mr. C. J. Joy and Mr. N. D. Sharma i/b Mr. H. P. Chaturvedi, for Regional Director. Coram: S. J. Vazifdar, J. Date: 6th May, 2011 P. C.: 1. Heard the Counsel for the Petitioner. 2. The sanction of the Court is sought, under Sections 391 to 394 of 2 the Companies Act, 1956, to the Scheme of Amalgamation of TECHNOCRAFT EXPORTS PRIVATE LIMITED, the Transferor Company and TECHNOCRAFT INDUSTRIES (INDIA) LIMITED, the Transferee Company. 3. The Petitioner which is the Transferor Company is a wholly owned subsidiary of the Transferee Company. By an order passed by this Court on 2nd July, 2010 in Company Summons for Direction No.467 of 2010, the filing of separate Application and Petition by the Transferee Company was dispensed with in view of the Judgment of this Court in Mahaamba Investment Limited v/s. IDI Limited [(2001) 105 Company Cases, pages 16 to 18]. Hence no separate Petition is filed by Technocraft Industries (India) Limited, the Transferee Company. 4. Counsel appearing on behalf of the Petitioner Company has stated that the Petitioner Company has complied with all requirements as per directions of this Court and they have filed necessary affidavits in the Court. Moreover, the Petitioner Company also undertakes 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. 5. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6, the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6, it is 3 stated that: “6. That the Deponent further submits that, Clause 11(ii) of the Scheme states that any surplus arising out of amalgamation shall be treated as Revenue Reserves in the books of Transferee Company and shall be considered as “Free Reserve”. In this connection, it is suggested that the Reserve arising out of this scheme be treated as “Amalgamation Reserve” and shall not be utilized for the purpose of declaring dividend by the Transferee Company. Hence, the Transferee Company may be directed to give an undertaking to this effect.” 6. In reply to the paragraph 6 of the Affidavit of Regional Director, the Petitioner Company through their Counsel undertakes that the Reserve arising out of this scheme will be treated as “Amalgamation Reserve” and shall not be utilized for the purpose of declaring dividend by the Transferee Company. This undertaking is accepted. 7. The Official Liquidator has filed his Report, wherein it is stated that: “11. In view of the above, the Official Liquidator submits that on perusal of the Chartered Accountant’s report and specifically the questionnaire relating to the same, the Petition and the letter dated 21-03- 2011, in which the company has undertaken to pay, if any further demand from the income tax department, it is noticed that the affairs of the transferor company have been conducted in proper manner and this Hon’ble Court may kindly consider ordering the dissolution of the company on its merit.” 4 8. In reply to the paragraph 11 of the Report filed by the Official Liquidator, the Petitioner Company through their Counsel undertakes to pay any further demand from the Income Tax Department. This undertaking is also accepted. 9. 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. 10. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.590 of 2010 filed by Transferor Company is made absolute in terms of prayer Clauses (a) to (g). 11. 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 stamps duty payable, if any, on the same within 60 days from the date of the order. 12. The Petitioner is to pay costs Rs.10,000/- each to Regional Director and also 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. 5 14. All concerned authorities to act on a copy of this Order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.)