IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.273 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.220 OF 2011. Kolsite Maschine Fabrik Private Limited. ........Petitioner/the First Transferor Company AND COMPANY SCHEME PETITION NO.274 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.221 OF 2011. Mahashree Plastic Industries Private Limited ........Petitioner/the Second Transferor Company AND COMPANY SCHEME PETITION NO.275 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.222 OF 2011. Ganges Urethane Private Limited ....... Petitioner/the Transferee Company In the matter of the Companies Act, 1 of 1956 AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956. AND In the matter of the Scheme of Arrangement between - Kolsite Maschine Fabrik Private Limited. AND Mahashree Plastic Industries Private Limited. AND Ganges Urethane Private Limited. Mr. Vaibhav. Singh i/b Hemant Sethi & Co, Advocates for Petitioner in both the Petitions. Dr. T . Pandian, Official Liquidator in Company Scheme Petition No. 273 and 274 of 2011. 2 Mr. C.J.Joy and Mr. Vishwajit. Sawant i/b Dr. T. C. Kaushik for Regional Director in all the Petitions. CORAM: S. J. KATHAWALLA, J DATE : 15th JULY,2011 PC: 1. Heard counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with Sections 100 to103 of the Companies Act, 1956 to a Scheme of Arrangement between Kolsite Maschine Fabrik Private Limited and Mahashree Plastic Industries Private Limited and Ganges Urethane Private Limited for :- (i) Amalgamation of Kolsite Maschine Fabrik Private Limited, the First Transferor Company and Mahashree Plastic Industries Private Limited, the Second Transferor Company with Ganges Urethane Private Limited, the Transferee Company., and (ii) Reduction and reorganisation of Share Capital of Ganges Urethane Private Limited. 3. Counsel appearing on behalf of the Petitioners 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, 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 an affidavit stating therein that save and except as stated in paragraphs 6 (a) and (b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders 3 and public. In paragraphs 6 (a) and (b) of the said Affidavit, the Regional Director has stated that: “(a) As per clause 17.2 of the scheme the name of the Transferee Company is proposed to be changed to “Kolsite Maschine Fabrik Private Limited”. In this connection Transferee Company may be directed to comply with the provisions of section 21/23 of the Companies Act, 1956 in respect of filing necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 System of allotting the names , it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai. (b) Clause No.17.3 deal with change in Main 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 No 21 with the Registrar of Companies.” 5. As far as the objection of the Regional Director as stated in paragraph 6(a) of his affidavit is concerned, the Petitioner / Transferee Company through its counsel undertakes to comply with the provisions of relevant Sections of the Companies Act,1956 in respect of filing necessary forms with 4 the Registrar of Companies for change of name. The said undertaking is accepted. The Petitioner through their counsel further submits that name as proposed in Clause 17.2 of the Scheme of Arrangement shall be subject to availability at the time of such application before the concerned Registrar of Companies. 6. So far as the objection of the Regional Director as stated in paragraph 6(b) of his Affidavit is concerned, the Petitioner / Transferee Company through its counsel undertakes to comply with provisions of relevant Sections of the Companies Act,1956 in respect of change in object clause and to file an amended copy of the Memorandum of Association alongwith the relevant forms with the concerned Registrar of Companies. The said undertaking is accepted. 7. The Official Liquidator has filed his report in Company Scheme Petition No.273 and 274 of 2011 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 8. 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 have come forward to oppose the Scheme. 5 9. There is no objection to the Scheme, save and except as stated in paragraph 4 above. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.273 of 2011 filed by the First Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No.274 of 2011 filed by the Second Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No.275 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (g). 10. 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 this Order. 11. The Petitioners in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioners in Company Scheme Petition Nos. 273 and 274 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 today. 12. Petitioner in Company Scheme Petition No.275 of 2011 to publish a notice of registration of order and form of minutes of reduction of capital by Registrar of Companies once each in the two local newspaper, viz, “The 6 Indian Express” in English and “Loksatta” in Marathi both circulating in Pune and also in the Maharashtra Government Gazette within 30 days of registration. 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 and Form of Minutes ( annexed as Exhibit “K” to the Company Scheme Petition No.275 of 2011 ) duly authenticated by Company Registrar, High Court, (O.S), Bombay. (S. J. KATHAWALLA, J)