1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 492 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO.339 OF 2011 In the matter of Companies Act, 1956 And In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation of (a) ACE SHIPPING AND OFFSHORE COMPANY PRIVATE LIMITED; and (b) HUGALI FINVEST SOLUTIONS PRIVATE LIMITED with SHAHI GASOL LIMITED ACE SHIPPING AND OFFSHORE COMPANY PRIVATE LIMITED Petitioner / 1st Transferor Company. AND COMPANY SCHEME PETITION NO. 493 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO.340 OF 2011 HUGALI FINVEST SOLUTIONS PRIVATE LIMITED Petitioner / 2nd Transferor Company. AND COMPANY SCHEME PETITION NO. 494 OF 2011 CONNECTED WITH 2 COMPANY SUMMONS FOR DIRECTIONS NO. 341 OF 2011 SHAHI GASOL LIMITED Petitioner / Transferee Company Mr. H.N. Shaikh i/b Jus Consultus, Advocates for the Petitioners. Mrs. R. N. Sutar. Asstt. Official Liquidator present in Company Petition No. 492 of 2011 and 493 of 2011 Mr. C.J. Joy, i / b Mr. H. P. Chaturvedi for the Regional Director in all the petitions. CORAM : S.C. Dharmadhikari J. DATE : 16th December, 2011 P. C.:- 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of ACE SHIPPING AND OFFSHORE COMPANY PRIVATE LIMITED the first Transferor Company and HUGALI FINVEST SOLUTIONS PRIVATE LIMITED the second Transferor Company with SHAHI GASOL LIMITED the Transferee Company and their respective Shareholders and Creditors. 3. The Counsel appearing on behalf of the Petitioners has stated that the Petitioners 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 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. 3 4. The Official Liquidator has filed his report in Company Petition Nos. 492 of 2011 and 493 of 2011 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the said Transferor Companies may be ordered to be dissolved. 5. The Regional Director has filed his Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of Shareholders and public. In paragraph 6 of the Affidavit, the Regional Director has stated that :- “ That the Deponent further submits that, Clause No.12.3 of the scheme states that the difference between the amount recorded as share capital on issue of the new equity shares in terms of clause 11.1 of the scheme and the amount of share capital of the Transferor Companies shall be adjusted in the General Reserve Account or assets of the Transferor Companies which account shall be deemed to be General Reserve Account for all purposes under the provisions of the act. 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. In reply to the aforesaid query raised by the Regional Director, the Petitioner through its Counsel undertake that the Reserve arising out of the Scheme shall not be utilized for the purpose of declaring dividend by the Transferee company 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 have come forward to oppose the Scheme. 4 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos.492 of 2011 and 493 of 2011 are made absolute in terms of prayer clauses (a) to (i) and Company Scheme Petition No.494 of 2011 is made absolute in terms of prayer clauses (a) to (h). 9. Petitioner is directed to file a copy of this order alongwith a copy of Scheme of Amalgamation with the concerned Registrar of Companies, electronically, alongwith E-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 10. The Transferee Company to lodge copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps, for the purpose adjudication of stamp duty, payable, if any, on the same within 60 days from the date of the Order. 11. The Petitioners in all the Petitions to pay costs of Rs.10,000/- each to the Regional Director. Petitioners in Company Scheme Petition Nos.492 of 2011 and 493 of 2011 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. 13. All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by Company Registrar, High Court, (O.S.) Bombay. (S.C. Dharmadhikari J.)