IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 25 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1233 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of RPG CABLES LIMITED WITH KEC INTERNATIONAL LIMITED AND THEIR RESPECTIVE SHAREHOLDERS KEC INTERNATIONAL LIMITED …………Petitioner / Transferee Company. Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Ms. Purnima Awasthi i/b Mr. S.K. Mohapatra for Regional Director. CORAM: S. J. Kathawalla J. DATE: 26th February, 2010 PC: 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 the Scheme of Amalgamation of RPG Cables Limited with KEC International Limited and Their Respective Shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that they 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 there under. 4. The Regional Director has filed an affidavit stating that save and except as stated in paragraph 6 thereof it appears that the scheme is not prejudicial to the interest of the shareholders and the public. 5. The paragraph 6 of the said affidavit reads thus:- That the Deponent further submits that, the scheme contemplates merger of authorized share capital of the Transferor Company with Transferee Company vide para 10 of the Scheme. The combined capital cannot take effect from effective date as per Scheme but can take effect only on registration of increased capital under MCA 21 as per provisions of Section 97 of the Companies Act, 1956. 2 6. In view of the aforesaid objection raised by the Regional Director, the Counsel for the Petitioner Company seeks leave of this Court to amend the clause 10.1 of the Scheme by replacing the sentence “from the date of Scheme becoming effective” mentioned in the first line with the sentence “on registration of increased capital under MCA 21 as per provisions of Section 97 of the Companies Act, 1956”. The leave to amend the Scheme as aforesaid granted. The 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 has come forward to oppose the Scheme. 8. The present Petitioner is the Transferee Company. The Counsel for the Petitioner submits that the registered office of RPG Cables Limited, the Transferor Company is situated in the state of Karnataka and the Petition filed by the said Company in the High Court of Karnataka at Bangalore is pending for final hearing before the said Court. 3 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 25 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). The Scheme is sanctioned subject to the order to be passed by the High Court of Karnataka in the Petition filed by Transferor Company in the said Court. 10. The Petitioner Company to lodge a 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 of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 11. The Petitioner to pay cost of Rs.7,500/- to the Regional Director. 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 along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla J.) 4