IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 1053 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1600 OF 2008 RVL PACKAGING INDIA PRIVATE LIMITED …………Petitioner / Second Transferor Company. In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of PAXAR INDIA PRIVATE LIMITED AND RVL PACKAGING INDIA PRIVATE LIMITED AND AVERY DENISSON (INDIA) PRIVATE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS Mr. Shyam Mehta and Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. P. Rama Rao Official Liquidator in C.P. No. 1053 of 2008. Mr. C.J.Joy with Mr. V.B.Tiwari & Mr S.B.Bhosle i/b Mr. S.K. Mohapatra for Regional Director in C.P. No. 1053 of 2008 CORAM: A. M. Khanwilkar, J. DATE: 2nd 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 Paxar India Private Limited and RVL Packaging India Private Limited and Avery Denisson (India) Private Limited and Their Respective Shareholders. 3. The counsel appearing for the Petitioner / Second Transferor Company informs that the registered office of the First Transferor Company is situated at Bangalore in the state of Karnataka whereas the Registered Office of the Transferee Company is situated at Delhi. He further informs that the Scheme of Amalgamation has already been sanctioned by the High Court of Karnataka and the Delhi High Court respectively. 2 4. Counsel appearing on behalf of the Petitioner has stated that it has complied with all requirements as per directions of this Court and it has filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company also undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. 5. The Regional Director has filed an affidavit in the above petitions 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. 6. The objections in paragraph 6 states that as per clause 10.1(v) of the Scheme, the surplus, if any of the net assets acquired by the Transferee Company after making adjustments stated in clause (i) to (iv) of the Scheme, would be credited to General Reserve account. However, the same should be credited to the Capital Reserve account. 7. Mr. Antaryami Nayak, Finance Manager of the Petitioner Company has filed an Affidavit dated 2nd July, 2009 wherein it is stated that the said amount will be transferred to the Capital 3 Reserve Account of the Transferee Company. Accordingly, clause 10.1(v) of the Scheme stands amended to the said extent. In view thereof, the Counsel appearing on behalf of the Regional Director states that the Regional Director does not have any other objection to the scheme being sanctioned. 8. The Official Liquidator has filed report in Company Petition No. 1053 of 2008 stating therein 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. 9. M/s Rushabh Investments Private Limited, (‘the Creditor / Objector’), an unsecured creditor of the Petitioner Company, had filed an affidavit with the Hon’ble High Court objecting to the sanction of the Scheme by this Court for payment of their outstanding dues. The Counsel appearing for the Creditor / Objector has stated that the Creditor / Objector and the Petitioner Company have arrived at a settlement amicably. The Counsel appearing for the Creditor / Objector states that they have No Objection to the sanction of the Scheme by this Hon’ble court and the Creditor / Objector has also given its No Objection letter to the Petitioner. An Original / Fax copy of the 4 said No Objection letter has been annexed with the affidavit of Mr. Antaryami Nayak, Finance Manager of the Petitioner Company. 10. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. No other parties concerned have 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 and the public and the Official Liquidator has stated that the affairs of the Petitioner Company have been conducted in a proper manner. 11. There is no objection to the Scheme save and except as stated in paragraphs 5 to 9 hereinabove and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 1053 of 2008 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (d). 12. The Petitioner Company to lodge an authenticated copy of this order and the Scheme with the concerned Superintendent of 5 Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the order. 13. The Petitioner Company to pay cost of Rs.7,500/- each to the Regional Director and to the Official Liquidator. Costs to be paid within four weeks from today. 14. Filing and issuance of the drawn up order is dispensed with. 15. 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.) 6