1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 897 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 903 OF 2009 SATWIK DRUGS LIMITED.…………Petitioner / First Transferor Company. AND COMPANY PETITION NO. 898 OF 2009. CONNECTED WITH COMPANY APPLICATION NO. 904 OF 2009 SRINIVAS CHEMICAL INDUSTRIES PRIVATE LIMITED. .…………Petitioner / Second Transferor Company AND COMPANY PETITION NO. 899 OF 2009. CONNECTED WITH COMPANY APPLICATION NO. 905 OF 2009 LIFELINE INDUSTRIES 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 SATWIK DRUGS LIMITED and SRINIVAS CHEMICAL INDUS- TRIES PRIVATE LIMITED with LIFELINE INDUS- TRIES LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Ms. Purnima Awasthi and Ms. Bhagyashri Joshi i/b Mr. S.K. Mohapatra for Regional Director in both Petitions. Mr. P. Ramarao Official Liquidator present. CORAM: S. J. Vazifdar, J. DATE: 9th July, 2010. PC: 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of SATWIK DRUGS LIMITED, the First Transferor Company and SRINIVAS CHEMICAL INDUSTRIES PRIVATE LIMITED, the Second Transferor Company with LIFELINE INDUSTRIES LIMITED, Transferee Company. 3. Counsel appearing on behalf of the Petitioners has 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 Undertaking is accepted. 4. The Regional Director has filed an Affidavit inter alia, stating therein that save and expect as stated in paragraph no. 6 (a) to (d), the Scheme is not prejudicial to the interest of shareholders and public. The paragraph 6 (a) to (d) of the said Affidavit read as under :-. (a) As per clause no 10.1 of the scheme, the transferee company has proposed to issue and allot new equity shares to the first transferor company. In this regards it is submitted that about 182941 numbers of equity shares are held by the transferee company itself in the first transferor company. Hence those shares held by the transferee company in the first transferor company shall get cancelled and no new shares to be issued against the said equity shares. (b) As per clause 10.1 of the scheme, the Transferee company has proposed to issue and allot preference shares of Rs. 10/- each, in consideration of all preference shareholders of transferor company. But transferee company’s authorized share capital clause do not provide for issue of preference share capital. Hence the Transferee Company may be directed to amend the capital clause of the Memorandum of Association of the company suitably 3 for issue of such shares and comply with section 94 of the companies Act, 1956. (c) In para no. 20 of the scheme, the period fixed for approving the scheme i.e. 31.032010 has already expire therefore, the Board of Directors of the respective company has to pass necessary board resolution and substitute the date sutably, before giving effect to this scheme, if approved by the Hon’ble High Court. 5. The Transferee Company has filed an affidavit in reply to the Regional Director’s report. So far as paragraph 6 (a) of the Regional Director’s report is concerned the Transferee Company stated that on or upon sanctioning of the Scheme by the Hon’ble High Court, Bombay, 1,82,941 equity shares held by the transferee company in the first transferor company shall get cancelled and no new shares be issued against the aforesaid equity shares, as it is a consequential effect of the Scheme. So far as paragraph 6 (b) of the Regional Director’s report is concerned the Transferee Company undertakes to amend the capital clause of the memorandum of association of the company for issue of such shares and the Petitioner Company will comply with section 94 of the Companies Act, 1956. It is further stated that Transferee Company and Transferor Companies have already passed the necessary Board Resolutions for extending the date for approving the Scheme of Amalgamation upto 30th September, 2010 by their resolution dated 25th March, 2010. 6. The Official Liquidator has filed a report 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. 4 7. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 8. There is no objection to the Scheme save and except as stated in paragraph 4 hereinabove, since all the requisite statutory compliances have been fulfilled. 9. Upon perusal of the report of the Regional Director, Affidavit in reply of the Petitioner and the arguments advanced before me by the both the Counsels, I do not see any reason as to why the present Scheme should not be allowed. In the circumstances, the Company Petitions are made absolute in terms of prayer clauses (a) to (j) 10. The Petitioner Company 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. 11. The Petitioner Companies in both the petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Petition Nos. 897 of 2009 and 898 of 2009 to pay costs of Rs.10,000/- 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. 5 13. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.)