1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINAY ORIGINAL CIVIL JURISDICTION 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 1. Kay Bee Food Products (Nasik) Private Limited -And- 2. Kiran Ayurvedic Products Private Limited, -And- 3. Pashupatinath Tobacco Products Private Limited, -And- 4. Shrirang Tobacco Processors Limited, -And- 5. Shrirang Bidi Private Limited, -And- 6. Trustworthy Trade and Transport Private Limited -And- 7. Snow Valley Hotels Private Limited with 8. Rasbihari Enterprises Limited. COMPANY SCHEME PETITION NO. 179 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 71 OF 2010 Kay Bee Food Products (Nasik ) Private Limited ) ) … Petitioner Company / 1st Transferor Company AND COMPANY SCHEME PETITION NO. 180 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 72 OF 2010 Pashupatinath Tobacco Products ) 2 Private Limited ) … Petitioner Company / 2nd Transferor Company AND COMPANY SCHEME PETITION NO. 181 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 73 OF 2010 Shrirang Bidi Private Limited ) … Petitioner Company / 3rd Transferor Company AND COMPANY SCHEME PETITION NO. 182 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 74 OF 2010 Trustworthy Trade and Transport Private Limited ) ) … Petitioner Company / 4th Transferor Company AND COMPANY SCHEME PETITION NO. 183 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 75 OF 2010 Snow Valley Hotels Private Limited ) ) … Petitioner Company / 5th Transferor Company CORAM: S. J. Vazifdar J. DATED: 11th June 2010 Mr. Charles De Souza i/b Bharucha & Partners, Advocates for the Petitioner. Dr. T. Pandian, Dy. Official Liquidator present in Company Scheme Petition Nos. 179, 180, 181, 182 & 183 of 2010 Mr. Vishwajit Sawant i/b Mr. S. K. Mohapatra for the Regional Director in all Petitions. 3 P.C. 1. Heard learned counsel for the parties 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Kay Bee Food Products (Nasik) Private Limited, Kiran Ayurvedic Products Private Limited, Pashupatinath Tobacco Products Private Limited, Shrirang Tobacco Processors Limited, Shrirang Bidi Private Limited, Trustworthy Trade and Transport Private Limited and Snow Valley Hotels Private Limited (the Transferor Companies) with Rasbihari Enterprises Limited (the Transferee Company) and their respective Shareholders and Creditors. 3. The Counsel for the Petitioners states that the registered office of Kiran Ayurvedic Products Private Limited, the second Transferor Company is situated in the Karnataka whereas the registered offices of Shrirang Tobacco Processors Limited, the fourth Transferor Company and Rashbihari Enterprises Limited, the Transferee Company, are situated in the state of Gujarat and that the Petitions filed by the respective Companies in the High Court of Karnataka and Gujarat are pending before the said Courts and the sanction of this Court is sought subject to the sanction to the Scheme by the said High Courts. 4. Counsel appearing on behalf of the Petitioners 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 Companies also undertake to comply with all Statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 5. The Regional Director has filed his Affidavit stating therein that save and except as stated in paragraph 6 the Scheme does not appear to be prejudicial to the interests of Shareholders and public. The paragraph 6 of the Affidavit reads thus:- 4 “That the Deponent further submits that the scheme does not provide for the clause on the Accounting Treatment to be given in the books of the Transferor Companies and Transferee Company and the Transferor Companies have filed affidavits undertaking to account for the scheme under the „Pooling of Interest‟ method under Accoutning Standard – 14 which acceptable subject to the orders, if any, of the Hon‟ble High Court.” 5A. Counsel appearing for the Petitioner Companies states that the Transferee Company will file an affidavit undertaking to account for the Scheme under the ‘Pooling of Interest’ method under Accounting Standard – 14. 6. The Official Liquidator has filed his report in Company Scheme Petition Nos. 179, 180, 181, 182 & 183 of 2010 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the said Transferor Companies 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. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, all the Company Scheme Petition’s are made absolute in terms of prayer clauses (a) to (g) of the Petitions. The Scheme is sanctioned subject to the sanction of the Scheme of the High Courts of Karnataka and Gujarat. 9. The Transferor 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 the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order. 10. The Petitioners in all the Petitions to pay costs of Rs. 7500/- each to the Regional Director, Western Region, Mumbai and also to the Official 5 Liquidator, High Court, Bombay. 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 with Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. VAZIFDAR. J)