IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 16 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1317 OF 2009 Unico Spice Private Limited … Petitioner/Transferor Company With COMPANY SCHEME PETITION NO. 17 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1318 OF 2009 Swani Spice Mills 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 Amalgamation Between UNICO SPICE PRIVATE LIMITED (USPL), … Transferor Company AND SWANI SPICE MILLS LIMITED (SSMPL), …Transferee Company for amalgamation by the transfer and vesting of the undertaking, properties, assets and liabilities of Unico Spice Private Limited in Swani Spice Mills Private Limited. Mr. H. N. Thakore a/w Rizvi NaserAli i/b M/s. Thakore Jariwala & Associates, for the Petitioners Mr. Arun H. Mehta i/b Akshar Law, for M/s. Septu (India) Pvt Ltd., the unsecured creditor in Company Scheme Petition No. 16 of 2010 connected with Company Application No. 1317 of 2009 Mr. Zubair Dada i/b S. K. Mohopatra Joy for Regional Director in all the Petitions. Mr. P. Ramarao, Official Liquidator in Company Scheme Petition No. 16 of 2010 CORAM: S. J. Kathawalla, J. DATE: 29th March, 2010 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Unico Spice Private Limited, Transferor Company with Swani Spice Mills Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all the requirements as per directions of this 2 Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956, and the Rules made thereunder. The said Undertaking is accepted. 4. The Regional Director has filed Affidavit raising an objection as stated in paragraph 6 of his Affidavit. However, the Learned Counsel appearing for Regional Director on instruction of Mr. Rakesh Chandra, Regional Director, does not press for the said objection as raised in paragraph 6 of his Affidavit. The Scheme therefore, as concluded in the Affidavit of the Regional Director also, does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed report in Company Scheme Petition No. 16 of 2010 stating that the affairs of Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. 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. 7. The Counsel for the Petitioner submits that M/s Septu (India) Pvt Ltd., one of the unsecured creditors of the Transferor Company has opposed the present Scheme of Amalgamation and has filed his affidavit in Company 3 Application No. 1317 of 2009, inter alia stating that the Petitioner/ Applicant has not disclosed true and correct facts in respect of the amount due and payable by the Petitioner/ Applicant Company to the said creditor and that the amount outstanding is understated in the petition. In response to the said objection, Transferor Company also filed its affidavit, inter alia, stating that the amount as claimed by the said creditor is disputed and in any event if an order of Amalgamation as prayed for in the Petition is granted in favour of the Petitioners the same will not in any manner whatsoever prejudice the purported claim of the said creditor, since all the liabilities of the Transferor Company will be transferred to the Transferee Company. It is further stated that as stated in the Petition, post amalgamation, if sanctioned by this Hon’ble Court, the assets of the Transferor and Transferee Company will be sufficient to meet all their liabilities and the said scheme will not adversely affect the rights of any of the creditors of the Transferor and Transferee Companies in any manner whatsoever. In view of the aforesaid statements and in my view there is no need to take any cognizance of the objections raised by the said Creditor in his Affidavit. However, in the event that the said creditor is ultimately successful in prosecuting the claim, including the dispute as to the return of the machineries, the same shall be satisfied by the Transferee Company. 8. There is no other objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 16 4 of 2010 and 17 of 2010 are made absolute in terms of prayer clauses (a) to (i) of the respective Petitions. 9. The Transferee Company to lodge a copy of this order and the scheme, duly authenticated by the Company Registrar, High Court, Mumbai 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 Companies in both the Petitions to pay costs of Rs. 7,500/- each respectively to the Regional Director, Western Region, Mumbai and the Petitioner Company in Company Petition No. 16 of 2010 to pay the costs of Rs. 7,500/- to the Official Liquidator, High Court, Mumbai. Costs to be paid within four weeks from the date of the order. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Mumbai. (S. J. KATHAWALLA, J.) 5