1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.575 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.526 OF 2011 RHJ EXTRUSION PRIVATE LIMITED RHJ EXTRUSION PRIVATE LIMITED .....Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO.576 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.527 OF 2011 RHJ INDUSTRIES PRIVATE LIMITED RHJ INDUSTRIES 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 Amalgama- tion of RHJ EXTRUSION PRIVATE LIM RHJ EXTRUSION PRIVATE LIM- ITED ITED WITH RHJ INDUSTRIES PRIVATE LIMITED RHJ INDUSTRIES PRIVATE LIMITED. Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in both Petitions. Ms. Nisha Valani i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP No. 575 of 2011. CORAM: S. C. Dharmadhikari, J. DATE : 2nd December, 2011 2 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation of RHJ EXTRUSION PRIVATE LIMITED, the Transferor Company with RHJ INDUSTRIES PRIVATE LIMITED, the Transferee Company under Sections 391 to 394 of the Companies Act, 1956. 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, Petitioner Companies 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. 4. The Official Liquidator has filed his report in Company Scheme Petition No. 575 of 2011 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 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:- 3 “That the Deponent further submits that, Clause 11.2 of the scheme, the excess if any, of the value of the assets over the value of the liabilities of the Transferor Company shall be credited by Transferee Company to its ‘Reserve on Amalgamation Account’. In this connection it is submitted that the Reserve arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.” 6. So far as the objection in paragraph 6 of the Affidavit of Regional Director is concerned, the Transferee Company through its Counsel undertakes that the Transferee Company shall not utilize the reserve arising out of the present Scheme for the purpose of declaration of dividend in future. The said undertaking is accepted 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 No. 575 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) and the Company Scheme Petition No. 576 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 4 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 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 Petitioner in the Company Scheme Petition No. 575 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.)