1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 115 OF 2010 CONNECTION WITH COMPANY SUMMONS FOR DIRECTION NO 102 OF 2010 Mac Oil Palm Limited......Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 176 OF 2010 CONNECTION WITH COMPANY SUMMONS FOR DIRECTION NO 103 OF 2010 Ruchi Soya Industries Limited....Petitioner/Transferee Company In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation and Arrangement of Mac Oil Palm Limited and Ruchi Soya Industries Limited and their respective shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Mr. P. Rama Rao, Official Liquidator in Company Petition Nos. 115 of 2010 Mr. Afroz Shah i/b Mr. S. K. Mohapatra for Regional Director in all the petitions. 2 CORAM: S.J. KATHAWALLA J DATE: 7TH MAY 2010 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with Section 78 and Section 100 to 103 of the Companies Act, 1956 to a Scheme of Amalgamation and Arrangement of Mac Oil Palm Limited and Ruchi Soya Industries Limited 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. Undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that the scheme does not appear to be prejudicial to the interest of the shareholders and public. 5. The Official Liquidator has filed a report in Company Scheme Petition No. 115 of 2010 stating therein that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 3 6. The counsel appearing for the Petitioner / Transferee states that the claim of the objecting Creditor has been settled and the said objecting Creditor has by his letter dated 6th May 2010 acknowledged the receipt of two demand drafts of Rs. 5,00,000/- and Rs. 5,29,223/- each both dated 4th May 2010 towards their outstanding dues and that they have no objection to the proposed Scheme. However, the said payment has been accepted by the said Creditor subject to realisation. 7. The counsel appearing for the Petitioner/Transferee Company further invites my attention to the objection of one of the shareholder Mr. Shyamsunder S. Jaipuria holding 270 shares in the Petitioner/Transferee Company recording his objection to the scheme of Amalgamation and Arrangement in a letter addressed to the Chairman, which is annexed to the Chairman’s report as Exhibit-B. It is stated by the counsel for the Petitioner/Transferee Company that the Scheme has been approved by the 96.50% of the shareholders who have attended and validly voted and Special Resolution to adjust the amount standing to the credit of General Reserve and Business Development Reserve Account in the manner as specified in Clause 7.7 of the Scheme against the expenses as provided in the Scheme, and same has also been approved by requisite majority in number and value. 4 8. The Scheme has been approved by requisite majority in value and number. 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. No other party concerned has come forward to oppose the Scheme. 10. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 115 of 2010 and Company Scheme Petition No 176 of 2010 are made absolute in terms of prayer clause (a). 11. The Petitioner Companies 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. 12. The Petitioners in both Company Scheme Petition to pay costs of Rs.7500/- each to the Regional Director. The Petitioner in Company Scheme Petition Nos. 115 0f 2010 to pay sum of Rs. 7500/- to the Official Liquidator. 13. Costs to be paid within four weeks from today. 14. Filing and issuance of the drawn up order is dispensed with. 5 15. 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.J. KATHAWALLA J)