1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 687 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 604 OF 2010 In the matter of Sections 391 & 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of: 1. LIBERTY DYECHEM PRIVATE LIMITED WITH 2. LIBERTY EXPORTS PRIVATE LIMITED LIBERTY EXPORTS PVT. LTD………...………Petitioner (Transferee Company) AND COMPANY SCHEME PETITION NO 688 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 605 OF 2010 LIBERTY DYECHEM PVT. LTD………..………Petitioner (Transferor Company) CORAM: S. J. VAZIFDAR J. DATED : 29th MARCH 2011 Mr.Kedar Wagle, Advocate for the Petitioner Mr. N. D. Sharma i/b Mr. H. P.Chaturvedi for Regional Director Dr. T. Pandian, Official Liquidator present. 2 PC: 1) Heard learned counsel for the parties. 2) The sanction of the Court has been sought under Section 391 and 394 of the Companies Act, 1956 for the Scheme of Amalgamation between Liberty Dyechem Private Limited with Liberty Exports Private Ltd. 3) Counsel appearing on behalf of the Petitioner states that the Petitioner has complied with all statutory requirements as per directions of this Court and Petitioner has filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company undertakes to comply with statutory requirements, if any, as required under the Companies Act, 1956 and Rules made thereunder. The Undertaking is accepted. 4) The Regional Director has filed an Affidavit stating that save and except for what is 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. 5) In paragraph 6 (a) and 6 (b) of the said Affidavit it is stated that: “(a) Clause 10 of the Scheme deals with change in Main Objects of the Memorandum of Association of the Transferee Company, In this connection, the Transferee Company may be directed to comply with section 40 read with section 18 of the Act and to file amended copy of Memorandum of Association alongwith Form No.21 with the Registrar of Companies. (b) The present scheme of amalgamation between the Transferor and Transferee Company does not provide for employees benefits of the transferor company. In this connection Transferor Company vide its letter dated 25.01.2011 informed that the company is having no employee on its pay role as on 31/03/2010 as well as on current date. This is for information of this Hon’ble High Court.” 3 6) As far the objection of the Regional Director at Paragraph 6 (a) of the said Affidavit is concerned, the Transferee Company undertakes to comply with the provisions of Section 40 read with Section 18 of the Companies Act and to file amended copy of the Memorandum of Association alongwith Form No. 21 with the Registrar of Companies. The Undertaking is accepted. 7) In so far as the objection of the Regional Director at Paragraph 6 (b) of the said Affidavit is concerned, the Counsel for the Petitioner submits that the Transferor Company has no employees on its pay roll as on 31.03.2010 as well as on the current date. 8) As far as the violation of Section 220 of the Companies Act, as mentioned in para 5 (vi) of the said Affidavit is concerned, the Counsel for the Petitioners, on behalf of the Petitioners, undertakes to file compounding application before the concerned authority for compounding of the said offence. The undertaking is accepted. 9) The Official Liquidator has filed his Report in Company Scheme Petition No.688 of 2010 stating 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. 10) 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 proposed Scheme of Amalgamation. 11) Since the requisite statutory procedure has been fulfilled; the Company Scheme Petition No. 687 of 2010 filed by the Transferee Company and Company Scheme Petition No. 688 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) and (b) of the respective Petitions. 4 12) The Petitioners in both the Petitions to pay costs of Rs. 10,000/- to the Regional Director, Western Region, Mumbai and Petitioner in Company Scheme Petition No. 687 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator. Costs to be paid within four weeks from today. 13) The Petitioner Companies 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 adjudication of stamp duty payable, if any, on the same within 60 days from the date of this Order. 14) Filing and issuance of the drawn up order is dispensed with 15) All authorities concerned to act on a copy of this order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. VAZIFDAR J.)