IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.265 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.344 OF 2009 DODSAL CORPORATION PRIVATE LIMITED …………Petitioner / First Transferor Company. COMPANY PETITION NO.266 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.345 OF 2009 DODSAL AGENCIES SERVICES PRIVATE LIMITED …Petitioner / Second Transferor Company. COMPANY PETITION NO.267 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.346 OF 2009 DODSAL ENGINEERING & CONSTRUCTION PRIVATE LIMITED ……Petitioner / Transferee Company. In the matter of Scheme of Amalgamation of Dodsal Corporation Private Limited and Dodsal Agencies Services Private Limited with Dodsal Engineering & 1 Construction Private Limited; AND Their respective Shareholders. Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. M. Chandanamuthu, Dy. Official Liquidator in C.P. No.265 of 2009 and 266 of 2009. Mr. C. J. Joy and Ms. Neesha Valani i/b Mr. S.K. Mohapatra for Regional Director in all Company Petitions. CORAM: A. M. Khanwilkar, J. DATE: 10th July, 2009 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 Dodsal Corporation Private Limited and Dodsal Agencies Services Private Limited with Dodsal Engineering & Construction Private 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 2 of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies also 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 inter alia, stating therein that save and expect as stated in paragraph Nos. 6 (i), (ii) and (iii), the Scheme is not prejudicial to the interest of creditors, shareholders and public. The paragraph 6 (i) to 6 (iii) of the said Affidavit read as under :- (i) As per the clause 13 of the scheme, with effect from the effective date the name of the Transferee Company shall be changed from “Dodsal Engineering & Construction Private Limited” to “Dodsal Enterprise Private Limited”. In this connection the Transferee Company may be directed to comply with the provision of section 20 and 21 of the Act and to file necessary forms with the Registrar of Companies and new name will approved subject to availability of the same on the MCA-21 system at the time of such application being made by the Transferee Company. 3 (ii) The shares of the 1st and 2nd Transferor Companies are held by foreign entities. Hence both the Transferor Companies may be directed to file a copy of the Scheme along with the order of this court sanctioning the Scheme of Amalgamation with the Reserve Bank of India within 30 days from the date of the order (iii) As per clause 14.1.6 of the Scheme, the difference between the value of assets over the value of liabilities of the Transferor Company and face value of shares issued shall be debited/credited by the Transferee Company to the balance in Profit & Loss Account. This Accounting treatment is not proper and the same, as the case may be, shall be debited to Goodwill Account in case of deficit and credited to capital reserve in case of surplus and not to be adjusted to Profit & Loss Account. 5. Mr. Sadanand Bandekar, Authorised Signatory of the Transferee Company has filed an Affidavit in reply to Regional Director Report. So far as paragraph 6 (i) of Affidavit of Regional Director is concerned the Petitioner Company undertakes to comply with the requirements of the provisions of Section 20 and 21 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and new name 4 will be approved subject to availability of the same on the MCA- 21 system at the time of such application. So far as paragraph 6 (ii) of the Affidavit is concerned, the 1st and 2nd Transferor Companies undertakes to file copy of the Scheme alongwith the order with the Reserve Bank of India within 30 days from the receipt of the order. So far as paragraph 6 (iii) of the said Affidavit is concerned the Transferee Company also undertakes to comply with the said requirements i. e. to debit or credit as the case may be, the difference between the value of assets over the value of liabilities of the Transferor Company and face value of shares issued shall, to Goodwill Account in case of deficit and to capital reserve in case of surplus and not to adjust the same to Profit and Loss Account. Accordingly, clause 14.1.6 of the scheme stand amended to the said extent. The aforesaid undertakings are accepted. In view thereof, the Counsel appearing on behalf of the Regional Director does not have any objection to the scheme being sanctioned. 6. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of 5 any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.265 of 2009 and 266 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) and Company Petition No.267 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 8. The Petitioner Companies to lodge a copy of this order and the Scheme with duly authenticated by the Company Registrar High Court, (O.S.) Bombay, the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the order . 9. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and to the Official 6 Liquidator in the Company Petitions Nos.265 of 2009 to 266 of 2009 filed by the Transferor Companies. Costs to be paid within four weeks from today . 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J.) 7