IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 112 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 57 OF 2011 CHAPHEKAR POWER PRIVATE LIMITED .....Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 113 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 58 OF 2011 CHAPHEKAR ENGINEERING PRIVATE LIMITED .....Petitioner / Transferee Company In the matter of the Companies Act, 1956 (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- Chaphekar Power Private Limited (“Transferor Company”) WITH Chaphekar Engineering Private Limited (“Transferee Company”); AND Their Respective Shareholders. Mr. Rajesh Shah i/b Rajesh Shah & Co. Advocate for the Petitioner. Dr. T. Pandyan, Official Liquidator, present in CSP No. 112 of 2011 Ms. Jyotsna N. Pandhi, i/b Mr. H. P. Chaturvedi for Regional Director in CSP No. 112 of 2011 and CSP No. 113 of 2011. CORAM: S. J. VAZIFDAR J. DATE: 6th MAY, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to the Scheme of Amalgamation of Chaphekar Power Private Limited (“the Transferor Company”) with Chaphekar Engineering Private Limited (“the Transferee Company”) and their respective shareholders 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 Company Scheme Petition No. 112 of 2011 stating therein that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 5. The Regional Director has filed his affidavit inter alia, stating therein that save and except as stated in paragraph 6, it appears that the Scheme is not prejudicial to the interest of the shareholders and the public. In paragraph 6 of the said Affidavit it in stated that:- 2 “6. That the Deponent further submits that, clause 14.1.4 of the scheme provides that the difference between the value of assets over the value of liabilities of the Transferor Company and face value of equity shares issued by the Transferee Company and revaluation of certain fixed assets of the Transferee Company on the effective date be adjusted against the General Reserve Account of the Transferee Company. In this regard it is respectfully submitted that the Reserve so created may be termed as Amalgamation Reserve / Revolution Reserve respectively as the Reserve so created is not a Free Reserve and hence may not be utilized for declaring dividend in future by the Transferee Company. “ 6. So far as the objection in paragraph 6 of the said Affidavit is concerned, the Counsel appearing on behalf of the Petitioner Company submits that the Transferee Company undertakes that the Reserve created after giving effect to Clause 14.1.4 of the Scheme, shall be termed as Amalgamation Reserve / Revalution Reserve and shall not be utilized as a Free Reserve for declaring dividend in future by the Transferee Company. The said undertaking is accepted. 7. From the material placed 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. 3 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 112 of 2011 filed by the Transferor Company are made absolute in terms of prayer clauses (a) to (d), and the Company Scheme Petition No. 113 of 2011 filed by the Transferee Company is 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 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. The Petitioners in the Company Scheme Petitions No.112 and 113 of 2011 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No 112 of 2011 to pay costs of Rs.10,000/- to the Official 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 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. J. VAZIFDAR J.) 4