IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.190 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.196 OF 2010. Parijat Trading Limited........Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO.191 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.197 OF 2010 Multilayer Films Private Limited........Petitioner/Transferee Company. In the matter of the Companies Act I of 1956 AND In the matter of Section 391 to 394 of the Companies Act, 1956 AND In the matter of the Scheme of the Scheme of Amalgamation of Parijat Trading Limited with Multilayer Films Private Limited. Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocates for Petitioner Mr P.Ramarao, Official Liquidator in Company Scheme Petition No. 190 of 2010 Mr Vikramaditya Deshmukh i/b Mr S.K.Mohapatra for Regional Director in both the Petitions. 2 CORAM : S. J. KATHAWALLA. J DATE : 7th MAY, 2010 PC: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act,1956 to the Scheme of Amalgamation of Parijat Trading Limited, the Transferor Company with Multilayer Films Private Limited, the Transferee Company 3. Counsel appearing on behalf of the Petitioners have 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, Petitioner Companies 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. 4. The Regional Director has filed affidavit stating therein that save and except as stated in paragraph 6(a) and 6(b) of the said affidavit, the scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The paragraphs 6(a) and 6(b) of the said affidavit read thus:- (a) In para no.17.1 of the Scheme the Transferee Company has proposed to reclassify the authorised share capital. In this regard, the Transferee Company has to file form No 5 with 3 the Registrar of Companies, Mumbai together with the necessary filing fees. (b) As per para no 17.2, the Transferee Company shall be deemed to be Public Limited Company as per provisions of Section 3(1) (iii) (b) of the Companies Act,1956. Hence the Transferee Company to change its status from Private Limited Company to Public Limited Company and comply with the requirement of Section 31/44 of the Companies Act,1956, if the membership exceeds 50 in number after the issue of 2% Non Cumulative Redeemable Non Convertible Preference Shares to the shareholders of the Transferor Company. 6. So far as the objection of the Regional Director in paragraph 6 (a) of the affidavit is concerned, the counsel appearing on behalf of Petitioner undertakes that the Transferee Company shall comply with the requirement of filing form No 5 with the Registrar of Companies, Mumbai and pay the necessary filing fees for reclassification of authorised share capital. The said undertaking is accepted. 7. So far as the objection of the Regional Director in paragraph 6 (b) of the affidavit is concerned, the counsel appearing on behalf of Petitioner undertakes that the Transferee Company shall change its status from Private Limited Company to Public Limited Company 4 and comply with requirement of Section 31/44 of the Companies Act,1956, if the membership exceeds 50 in number after the issue of 2% Non Cumulative Redeemable Non Convertible Preference Shares to the shareholders of the Transferor Company. The said undertaking is accepted. 8. The Official Liquidator has filed his report in Company Scheme Petition No.190 of 2010 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. 9. From the material on record, in my opinion 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. 10. There is no objection to the Scheme of Amalgamation, save and except as stated in paragraph 5 herein and since all the requisite statutory compliances have been fulfilled the Scheme of Amalgamation deserved to be sanctioned. Hence Company Scheme Petition No.190 of 2010, filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (c) and Company Scheme Petition No.191 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) and (b). 11. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High 5 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. 12. The Petitioners in both the Company Scheme Petition to pay costs of Rs. 7,500/- each to the Regional Director, Western Region, Mumbai and the Petitioner in Company Scheme Petition No.190 of 2010 to pay a sum of Rs 7,500 to the Official Liquidator, High Court, Bombay towards his cost. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. All concerned authorities to act on a copy of this order along with scheme duly authenticated by Company Registrar, High Court, (O.S) Bombay. (S. J. KATHAWALLA, J)