1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 85 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 755 OF 2010 In the matter of the Companies Act, 1956 And In the matter of Section 391 to 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation between Chevron Glass Fibre Reinforcements Private Limited, Transferor Company And Alco Company Private Limited - Transferee Company and their Respective Shareholders under sections 391 to 394 of the Companies Act, 1956 Chevron Glass Fibre Reinforcements Private ) Limited a Company incorporated under the ) Companies Act, 1956 having its Registered ) Office at 3rd Floor Rahimtoola House, 7, ) Homji Street, Fort, Mumbai 400 001 )……..Petitioner CORAM: - S. C. Dharmadhikari, J Date: - 20th August 2011. Mr. G. A. Badri, Advocate, for the Petitioner. Ms. Purnima Awasthi, i/b Mr. H. P. Chaturvedi for the Regional Director. Dr. T. Pandian, Official Liquidator present. 2 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 between Chevron Glass Fibre Reinforcements Private Limited, the Transferor Company and Alco Company Private Limited, the Transferee Company and their respective Shareholders under Sections 391 to 394 of the Companies Act, 1956. 3. The Counsel appearing on behalf of the Petitioner states that the Petitioner has 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 Company undertakes to comply with the statutory provisions if any, as required under the Companies Act, 1956 and the rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed his Affidavit stating 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 the shareholders and public. In paragraph 6 of the said Affidavit it is stated that:- “That the Deponent further submits that in clause No. 16.1 of the Scheme the period fixed for sanctioning the scheme is stated as 30/09/2010 which has already expired. In this connection Board of Directors of the Petitioner Companies may be directed to take necessary 3 steps to extend the date by passing Board Resolution before giving effect to the Scheme.” 5. The Counsel for the Petitioner submits that the Transferor and Transferee Companies have passed a Board Resolution on 8th August, 2011 for extending the date of obtaining sanction to the Scheme. The Counsel for the Petitioner tendered the copies of the said Resolution which are taken on record and marked as ‘X’ and ‘X-1’ for identification. The Counsel for the Petitioner seeks leave of this Court to amend the clause 16.1 of the Scheme by substituting the date “September 30, 2010” with “March 31, 2012.” Leave to amend is granted. Amendment to be carried out within two weeks from today. 6. The Official Liquidator has filed his report stating that the affairs of Transferor Company have been conducted in a proper manner and that the Transferor Company 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 statutory compliances have been fulfilled, the Petition is made absolute in terms of prayer clause (a) of the Petition. 9. The Transferee 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, 4 for the purpose of adjudication of stamp duty, payable, if any, on the same within 60 days from the date of the Order. 10. Petitioner to pay costs of Rs.10,000/- to the Regional Director and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J)