IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 621 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 641 OF 2010 PIRAMAL CAPITAL PRIVATE LIMITED …………….. Petitioner /Transferor Company AND COMPANY SCHEME PETITION NO 622 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 642 OF 2010 ALPEX HOLDINGS PRIVATE LIMITED …………….. Petitioner / Transferee Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation between Piramal Capital Private Limited (‘Piramal Capital’ or ‘the Transferor Company ’) AND Alpex Holdings Private Limited (‘Alpex Holdings’ or ‘the Transferee Company’) AND Their Respective Shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Mr. P. Rama Rao Official Liquidator present in Company Scheme Petition No. 621 of 2010. Mr. C. J. Joy and Mr. Abhijeet Desai i/b Mr. H.P. Chaturvedi for Regional Director in both Petitions. CORAM: S. J. VAZIFDAR, J DATE: 16TH DECEMBER, 2010 1. Heard learned counsel for the 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 Piramal Capital Private Limited, the Transferor Company with Alpex Holdings Private Limited, the Transferee Company 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 2 Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, the Scheme does not appear to be prejudicial to the interest of shareholders. The paragraph 6 of the said affidavit reads thus: Deponent further submits that, Clause 5.1 of the scheme provides for allotment of preference shares by the Transferee Company to the equity shareholder of the Transferor Company. It is observed that the Transferee Company is holding investment in the capital of the Transferor Company. It is therefore suggested that no shares shall be allotted in respect of equity shares held by the Transferee Company in the capital of the Transferor Company. Hence the Transferee Company may be directed to furnish an undertaking in this regard. 5. In so far as observations made in paragraph 6 of the affidavit of the Regional Director, the Counsel appearing for the Petitioners on behalf of the Petitioner Companies undertake that no shares will be allotted in respect of equity shares held by the Transferee Company in the capital of the Transferor Company. The said undertaking is accepted. 3 6. The Official Liquidator has filed his report in Company Scheme Petition No. 621 of 2010 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: (a) Company Scheme Petition No. 621 of 2010 is made absolute in terms of prayer clauses (a) to (d); (b) Company Scheme Petition No. 622 of 2010 is made absolute in terms of prayer clauses (a) to (c). 9. 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. 10.The Petitioner in both the Company Scheme Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner / Transferor Company in Company Scheme Petition No. 621 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 4 11.Filing and issuance of the drawn up order is dispensed with. 12.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. VAZIFDAR, J.) 5