IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.95 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.814 OF 2010 THE HINDOOSTAN SPINNING AND WEAVING MILLS LIMITED … Petitioner / Transferor Company AND COMPANY SCHEME PETITION NO.96 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.815 OF 2010 THE SIRDAR CARBONIC GAS COMPANY LIMITED … Petitioner / Transferee Company In the matter of the Companies Act, 1956 AND In the matter of Petition under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN THE HINDOOSTAN SPINNING AND WEAVING MILLS LIMITED … Transferor Company AND THE SIRDAR CARBONIC GAS COMPANY LIMITED …Transferee Company Mr. NaserAli Rizvi i/b M/s. Thakore Jariwala & Associates, Advocates for Petitioners Mr. C.J. Joy i/b Mr. H.P. Chaturvedi for Regional Director in all the Petitions Dr. T. Pandian, Official Liquidator present in Court in C.S.P. No.95 of 2011 2 CORAM: S. J. Vazifdar, J. DATE: 01st April, 2011 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation between The Hindoostan Spinning and Weaving Mills Limited, the Transferor Company with The Sirdar Carbonic Gas Company Limited, the Transferee Company and their respective shareholders and creditors for the amalgamation of the said Transferor Company with the Transferee Company. 3. The Counsel appearing on behalf of the Petitioner Companies 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 undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956, and the Rules made there under. The Undertaking is accepted. 4. The Regional Director has filed an Affidavit, inter alia, stating therein that save and except as stated in paragraphs 6(a), (b) & (c), it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the Affidavit, it is stated that:- 6. “Deponent submits that: a. As per clause 7.2 of the Scheme, the name of the Transferee Company is proposed to be changed to “Hindoostan Limited”. In this connection the 3 Transferee Company may be directed to comply with the provisions of Section 21 of the Companies Act, 1956 in respect of the filing of the necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to the availability of the same, by the Registrar of Companies since under the computerised MCA 21 System of allotting the names, it is systemically not possible to reserve the names. Therefore, the name if available at the time filing of such application, shall be made available by the Registrar of Companies, Mumbai on the basis of the guidelines prescribed by the government. b. Clause 7.3 of the Scheme deals with change in Objects of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be directed to comply with Section 40 read with section 18 of the Act and to file amended copy of Memorandum of Association alongwith Form 21 with the Registrar of Companies. c. As per clause 5.6 of the Scheme, the Transferee Company may be directed to comply with the applicable laws or regulations for complying with necessary statutory and regulatory requirements as well as the listing formalities of the stock exchange.” 5. So far as the remark made by the Regional Director in paragraph 6(a) of the Affidavit is concerned, the Transferee Company undertakes to comply with the provisions of Sections 21/23 of the Companies Act, 1956 and to file the necessary forms after payment of filing fees with the Registrar of Companies, and the proposed new name will be allowed subject to the availability under the computerized MCA 21 system of allotting names. The said undertaking is accepted. 4 6. So far as the remark made by the Regional Director in paragraph 6(b) of the Affidavit is concerned, the Transferee Company undertakes to file an amended copy of the Memorandum of Association with the Registrar of Companies as per the provisions of Section 40 read with Section 18 of the Companies Act, 1956 along with Form No.21. The said undertaking is accepted. 7. So far as the remark made by the Regional Director in paragraph 6(c) of the Affidavit is concerned, the Transferee Company undertakes to comply with the applicable laws or regulations, necessary statutory and regulatory requirements as well as the listing formalities of the stock exchange. The said undertaking is accepted. 8. The Official Liquidator has filed his report in Company Scheme Petition No. 95 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. 9. 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. 10. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.95 of 2011 and Company Scheme Petition No.96 of 2011 are made absolute in terms of prayer in clauses (a) to (j) of the respective Petitions. 11. The Transferee Company to lodge a copy of this order and the scheme, duly authenticated by the Company Registrar, High Court, Bombay, with the 5 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 Petitioner Companies in both the Petitions to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai, and the Petitioner Company in Company Scheme Petition No.95 of 2011 to pay a sum of Rs.10,000/- to the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from the date of the order. 13. Filing and issuance of the drawn up order is dispensed with. 14. All authorities concerned to act on a copy of this order duly authenticated by Company Registrar, High Court of Bombay. (S. J. Vazifdar, J.)