IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.758 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.816 OF 2009 KEMSTAR METALS LTD. .. Petitioner/ Transferor Company WITH COMPANY PETITION NO.759 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.817 OF 2009 PREMIER INDUSTRIAL CORPORATION LIMITED .. Petitioner/ .. Transferee Company 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 SCHEME OF AMALGAMATION of KEMSTAR METALS LIMITED .. Transferor Company With PREMIER INDUSTRIAL CORPORATION LIMITED .. Transferee Company Mr. Sandeep A. Bhagwat, Advocate for the Petitioner in both the Petitions. Mr. C. J. Joy with Mr. Vinod Joshi i/b Mr. S.K. Mahapatra for Regional Director in both the Petitions. Mr. P. Ramarao, Official Liquidator present in C.P. No.758 of 2009. CORAM: S. J. KATHAWALLA, J DATE: 1st April, 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 the Scheme of Amalgamation of KEMSTAR METALS LIMITED with PREMIER INDUSTRIAL CORPORATION LIMITED. 3. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the court. Moreover, the Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 2 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6, the Scheme does not appear to be prejudicial to the interest of the shareholders and Public. The paragraph 6 of the said Affidavit reads thus: “That the Deponent respectfully submits that, as the time prescribed in Clause 15 of the Scheme has already expired the Petitioner Companies has to pass fresh Board Resolution for extension of the Scheme beyond 31.12.2009.” 5. The counsel for the Petitioners submit that in view of the aforesaid objections raised by the Regional Director, the Petitioner had taken out Company Application No.195 of 2010 (Lodging No.183 of 2010) and Company Application No.196 of 2010 (Lodging No.184 of 2010) in both the Petitions inter alia praying for extension of date of scheme from 31st December 2009 to 30th June, 2010 and for allowing the Petitioners to alter, modify and amend the said date and to carry out the necessary amendment in the Scheme. He further submits that both the said Applications have been made absolute by this Court on 26th March, 2010 and as per the said order he has carried out the necessary amendment 3 in the Scheme. In view thereof, the objection raised by the Regional Director does not survive. 6. The Official Liquidator has filed report in Company Petition No.758 of 2009 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. 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 No. 758 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (k) and Company Petition No. 759 of 2009 filed by the Transferee Company is also made absolute in terms of prayer clauses (a) to (k). 9. The Transferee 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 4 payable, if any, on the same within 60 days from the date of the Order. 10. The Petitioners in both the Company Petitions to pay costs of Rs.7500/- each to the Regional Director, Western Region, Mumbai. Petitioners in Company Petition No.758 of 2009 to pay a sum of Rs.7,500/- to the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order alongwith Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 5