IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 421 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 378 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Petition under Sections 391 to 394 of the Companies Act, 1956; And In the matter of Centennial Steel Company Limited; And In the matter of the Scheme of Amalgamation of Centennial Steel Company Limited with Tata Steel Limited. Centennial Steel Company Limited …Petitioner Mr. Nikhil Sakhardande with Mr. Tapan Deshpande, Advocates instructed by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Petitioner. Mr. Sham Mehta, Senior Counsel with Mr. C. J. Joy i/b. Dr. T. C. Kaushik for the Regional Director. Dr. T. Pandian, Dy. Official Liquidator present. 2 Coram : S. C. Dharmadhikari, J Date: 16th September, 2011 PC: 1. Heard learned Counsel for the Petitioner. 2. The sanction of the Court is sought to a Scheme of Amalgamation of Centennial Steel Company Limited, the Transferor Company with Tata Steel Limited, the Transferee Company, under Sections 391 to 394 of the Companies Act, 1956. 3. The Counsel for the Petitioner states that by an order passed by this court in Company Summons for Direction No. 379 of 2011 on 24th June, 2011, the filing of separate Company Scheme Petition by Tata Steel Limited, Transferee Company was dispensed with. Hence, the Transferee Company has not filed a petition for obtaining sanction to the proposed Scheme of Amalgamation. 4. Counsel appearing on behalf of the Petitioner Company has stated that the Petitioner Company has complied with all requirements as per the directions of this Court and they have filed necessary Affidavits of compliance in the Court. The Petitioner Company also 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. 5. The Regional Director has filed an Affidavit stating therein, that it appears that the Scheme is not prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed his report stating that the affairs of the Petitioner Company have been conducted in a proper manner and that the Petitioner Company may be ordered to be dissolved. 3 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 requisite statutory compliances have been fulfilled, Company Scheme Petition No. 421 of 2011 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (g) of the said Petition; 9. The Petitioner Company to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High (O.S.), Bombay, with the concerned Superintendent of Stamps, for purposes of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 10. The Petitioner Company to pay costs of Rs. 10,000/- each respectively, to the Regional Director and to the Official Liquidator, High Court Bombay. 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 authorities concerned to act on a copy of this order along with Scheme attached thereto, duly authenticated by the Company Registrar, High Court (O.S.), Bombay. (S. C. Dharmadhikari, J)