IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 799 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 907 OF 2009 In the matter of the Companies Act, 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Tricom Agrochem Limited having its Registered Office at 134, Great Western Building, 2nd Floor, Nagindas Master Road Extn, Fort, Mumbai 400 023 AND In the matter of RIDS Securities Limited having its Registered Office at 54, Empire tower, Near associated petrol pump, CG Road, Ahmedabad – 380 006. AND In the matter of the Scheme of Amalgamation of Tricom Agrochem Limited and RIDS Securities Limited 2 Tricom Agrochem Limited Incorporated and registered under the Companies Act,1956, having its registered office at 134, Great Western Building, 2nd Floor, Nagindas Master Road Extn, Fort, Mumbai 400 023. ) ) ) ) ) ) ) )…………Petitioner Mr. Sanjay Udeshi, Advocate for the petitioner. Mr. P. Ramarao, Official Liquidator. Mr. M. S. Bharadwaj i/b Mr. S. K. Mohopatra for Regional Director CORAM: S. J. Kathawalla J. DATE: 29th January, 2010 P. C. 1. Heard learned Counsel for parties 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Tricom Agrochem Limited, the Transferor Company with RIDS Securities Limited, the Transferee Company. 3. The Counsel appearing on behalf of the Petitioner states that they have complied with all the requirements as per directions of this Court and 3 they have filed necessary Affidavit of compliance in the Court. Moreover, the Petitioner Company undertakes to comply with all the statutory requirements, if any, as required under the Companies Act 1956 and the Rules made there under. Undertaking is accepted. 4. The Counsel for the Petitioner further states that the registered office of RIDS Securities Limited, the Transferee Company in the proposed Scheme is situated in the state of Gujarat and that the petition filed by the said Company in the High Court of Gujarat is pending for Final Hearing. 5. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interests of the shareholders and the public. 6. The Official Liquidator has filed a report 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. 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 Petition is made absolute in terms of prayer clause (A) of the Petition. The Scheme is sanctioned subject to the Order to be passed by 4 the High Court of Gujarat in the Petition filed by the Transferee Company in the said Court. 9. The Transferor Company to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, 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 the order. 10. The Petitioner to pay costs of Rs. 7,500/- each to the Regional Director, Western Region, Maharashtra and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filling and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla J.)