IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.341 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.176 OF 2011 VEENAMIT STEELS PROCESSORS PRIVATE LIMITED .....Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO.342 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.177 OF 2011 NIMIT STEELS AND ALLOYS PRIVATE LIMITED ……Petitioner / Transferee Company In the matter of the Companies Act 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 of VEENAMIT STEELS PROCESSORS PRIVATE LIMITED WITH NIMIT STEELS AND ALLOYS PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in all Petitions. Dr. T. Pandian, Official Liquidator, present in CSP Nos. 341 of 2011 Mr. Vishwajit Sawant i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions. CORAM: S. C. Dharmadhikari, J. DATE : 30th September, 2011 PC: 1. Heard counsel for the parties. 1 2. The sanction of the Court is sought to a Scheme of Amalgamation of VEENAMIT STEELS PROCESSORS PRIVATE LIMITED with NIMIT STEELS AND ALLOYS PRIVATE LIMITED under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Official Liquidator has filed his report in CSP Nos. 341 of 2011 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, it is stated that:- “6. That the Deponent further submits that, Clause 11.2 of the Scheme states that the excess, if any, of the value of the assets over the value of the liabilities of the Transferor Companies upon their transfer to 2 and vesting in the Transferee Company, after adjusting the cost of investment of shares of the Transferor Companies held by the Transferee Company shall be reflected in the General Reserves of the Transferee Company. In this connection it is respectfully submitted that, the reserve so created out of the present Scheme of Amalgamation and transferred to the General Reserve Account of Transferee Company shall not be utilized for the purpose of declaration of dividend by the Transferee Company.” 6. So far as the objection in paragraph 6 of the Affidavit of Regional Director is concerned, the Transferee Company in Company Scheme Petition No. 342 of 2011 have tendered its Affidavit, interalia, stating that the Transferee Company shall not utilize the reserve created out of the present Scheme of Amalgamation and transferred General Reserve Account for the purpose of declaration of dividend. 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 has come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 341 of 2011 and 342 of 2011 filed by the Petitioner Companies are 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 3 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 the order. 10. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry. 11. The Petitioners in both Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in the Company Scheme Petition No. 341 of 2011 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. 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. C. Dharmadhikari, J.) 4