1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.642 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.588 OF 2011 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 Amalgama- tion of SEVEN STAR ENGINEERING PRIVATE LIMITED WITH SHAREEN AUTO PRIVATE LIMITED SEVEN STAR ENGINEERING PRIVATE LIMITED, .....Petitioner/ Transferor Company Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners. Mr. C. J. Joy and Ms. Anamika Malhotra i/b Mr. H. P. Chaturvedi for Regional Director. Mrs. R. N. Sutar, Asstt. Official Liquidator, present. CORAM: S. C. Dharmadhikari, J. DATE : 23rd December, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation of SEVEN STAR ENGINEERING PRIVATE LIMITED, the Transferor Company with SHAREEN AUTO PRIVATE LIMITED, the Transferee Company under Sections 391 to 394 of the Companies Act, 1956. 2 3. Counsel appearing on behalf of the Petitioner Company states that the Transferor Company is a wholly owned subsidiary of the Transferee Company. He has further stated that in view of the Judgment in the case of Mahaamba Investments Limited v/s IDI Limited [(2001) 105 Company Cases] page 16 to 18, filing of separate Application and Petition of the Transferee Company has been dispensed with by order dated 23rd September, 2011 passed by this Court in Company Summons for Direction No. 588 of 2011 4. 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, Petitioner Companies 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. 5. The Official Liquidator has filed a report stating that the affairs of the Petitioner Company have been conducted in a proper manner and that the Petitioner Company may be ordered to be dissolved 6. 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 interest of 3 shareholders and public. In paragraph 6 of the said Affidavit, it is stated that:- “That the Deponent further submits that, Clause No. 13.2 read with clause 13.7 of the scheme states that the excess, if any, of the value of assets over the aggregate value of the liabilities of the Transferor Company shall be credited by the Transferee Company to Amalgamation Reserve Account and the balance in the amalgamation reserve account after recording the entries will be credited to the General Reserve Account of the Transferee Company. 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.” 7. So far as the objection in paragraph 6 of the Affidavit of Regional Director is concerned, the Transferee Company through its Counsel undertakes that the Transferee Company shall not utilize the reserve arising out of the present Scheme for the purpose of declaration of dividend in future. The said undertaking is accepted. 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 has come forward to oppose the Scheme. 4 9. Since all the requisite statutory compliances have been fulfilled, the Company Petition is made absolute in terms of prayer clauses (a) to (d) of the Petition. 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. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry. 12. The Petitioner to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. 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. C. Dharmadhikari, J.)