1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETIITON NO 234 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 205 OF 2010 Niraj Snacks Limited………….……...Petitioner/Transferor Company AND COMPANY SCHEME PETIITON NO 235 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 206 OF 2010 Haldiram Foods International Limited……....Petitioner/Transferee Company In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation of Niraj Snacks Limited with Haldiram Foods International Limited and their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners. Dr. T. Pandian Dy. Official Liquidator in Company Scheme Petition No. 234 of 2010. Mr. C.J Joy with Mr. Zuber Dada i/b Mr. S. K. Mohapatra for Regional Director in both Petitions.. CORAM: S.J. KATHAWALLA, J DATE: 24th SEPTEMBER 2010 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 2 of Niraj Snacks Limited with Haldiram Foods International Limited and their Respective Shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners 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 Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6, the scheme does not appear to be prejudicial to the interest of the shareholders and public. In paragraph 6 of the Affidavit, the Regional Director has stated :- “ That the Deponent further submits, the Transferee Company has prima facie violated the provisions of section 211(3)(a) of the Companies act, 1956. In this connection the Transferee Company has filed suo moto compounding application under section 621 A of the Companies Act, 1956 in respect of the above said violation of section 211 (3)(A) of the Act. This is for the information of this Hon’ble High Court. “ 5. The counsel for the Petitioner submits that on their own showing the Petitioner Company has filed compounding Application for the aforesaid violation and that the said violation does not affect the proposed Scheme of 3 Amalgamation and that the Transferee Company has complied with relevant statutory provisions of the Companies Act, 1956. The said statement is accepted. 6. The Official Liquidator has filed a report 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. 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. 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No 234 of 2010 & Company Scheme Petition No 235 of 2010 are made absolute in terms of prayer clause (a) of the respective petition. 9. The Petitioners 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 order. 4 10. The Petitioners in both the Petition to pay costs of Rs.10,000/- each to the Regional Director, Western Region, and Petitioner in Company Scheme Petition Nos. 234 of 2010 to pay cost of Rs. 10,000/- to the Official Liquidator, High Court, Bombay. 11. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. 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. KATHAWALLA, J)