1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.116 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.47 OF 2011 M/S. STONE SHIPPERS (KOTA) PRIVATE LIMITED .. PETITIONER/TRANSFEROR COMPANY WITH COMPANY SCHEME PETITION NO.117 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.46 OF 2011 M/S. STONE SHIPPERS LIMITED .. PETITIONER/TRANSFEREE COMPANY In the matter of The Companies Act, 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; In the matter of The Scheme of Amalgamation of: (i) M/s. Stone Shippers Kota (Private) Ltd. With (ii) M/s. Stone Shippers Ltd. CORAM: - S. J. Vazifdar, J. DATE : - 6th May, 2011. Mr. Hiren Mehta, Advocate for the Petitioner in both the Petitions. Dr. T. Pandian, Official Liquidator in CSP No. 116 of 2011. Ms. Jyotsna Pandhi i/b for Regional Director in both the Petitions. 2 P.C. : 1. Heard 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 Stone Shippers (Kota) Private Limited, the “Transferor Company” And Stone Shippers Limited, the “Transferee Company” and their respective Shareholders. 3. The Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per the directions of this Court and they have filed the necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies undertakes 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 Official Liquidator has filed a Report in Company Scheme Petition No. 116 of 2011 stating therein 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. 5. The Regional Director has filed an 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 interests of the 3 shareholders and public. In paragraph 6 of the said Affidavit, it is stated that :- “That the Deponent further submits that, the Transferor Company is holding 30,125 equity shares in the capital of Transferee Company. The scheme does not provide for cancellation of those shares. In this connection it is respectfully submitted that the petitioner companies may be directed to modify the clause 5 (c) of the said scheme as under: “Upon the coming into effect of this scheme, the share certificate representing the shares held by Transferor Company, in respect of 30125 equity shares shall be cancelled and shall be deemed to be cancelled without any further act or deed”. 6. In view of the above, the Petitioners undertake that upon the coming into effect of this scheme, the share certificate representing the shares held by the Transferor Company, in respect of 30125 equity shares shall be cancelled and shall be deemed to be cancelled without any further act or deed. The undertaking is accepted. The Petitioners through their Counsel seeks leave of this Court to amend Clause 5(c) of the Scheme. Leave to amend is granted. Amendment to be carried out within two weeks from today. 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, the Company Scheme Petition No. 116 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (k) and the Company Scheme Petition No. 117 of 2011 filed by the Transferee Company is made absolute in terms of the prayer made under clauses (a) to (k). 9. 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. 10. The Petitioners in the Company Scheme Petitions Nos.116 of 2011 and 117 of 2011 to pay costs of Rs.10,000/- each to Regional Director and the Petitioner in Company Scheme Petition No.116 of 2011 to pay a sum of Rs.10,000/- to the Official Liquidator, High Court, Bombay, towards costs. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn-up Order is dispensed with. 12. All authorities concerned to act on a copy of this Order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.)