1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.436 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.556 OF 2009 Franke India Private Limited. ....Petitioner / Transferor Company AND COMPANY PETITION NO.437 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.557 OF 2009 Faber Heatkraft Industries Limited. ..Petitioner / Transferee Company In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Franke India Private Limited, (‘Transferor Company’) with Faber Heatkraft Industries Limited (‘Transferee Company’) and their respective shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Mr. M. Chandanamuthu, Dy. Official Liquidator, in C.P. No.436 of 2009. Mr. M. S. Bhardwaj and Mr. S. D. Bhosale i/b Mr. S.K. Mohapatra for Regional Director in both the Company Petitions. 2 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 Section 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Franke India Private Limited, (‘Transferor Company’) with Faber Heatkraft Industries Limited (‘Transferee Company’) 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. However, 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 affidavit in reply and has stated in para 6 that Transferor and Transferee Company are fully owned overseas foreign corporate bodies. Hence both the Petitioner Companies may be directed to file a copy of the scheme along with copy of order of this court sanctioning the present Scheme of Amalgamation with the Reserve Bank of India within 30 days of 3 passing of the said order. Save as aforesaid the scheme is not prejudicial to the interest of creditors, shareholders and public. 5. The counsel appearing for the Petitioner Companies state that necessary intimation will be given to the Reserve Bank of India within 30 days of the receipt of the order. 6. The Official Liquidator has filed report in Company Petition No.436 of 2009 stating therein that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. The counsel for the Petitioner states that one of the unsecured Creditor M/s Ravindra Steel has filed objection in this Hon’ble Court as his dues have not been paid. The counsel for the Petitioner states that the amount due to them as per the books of account of the Company will be paid off within a period of two weeks from today. The said statement is accepted. 8. Upon perusal of the entire material placed on record, 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. Moreover, both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is in the interest of share holders, creditors and the public. 4 9. There is no objection to the Scheme since all the requisite statutory compliances have been fulfilled; Company Petition No. 436 of 2009 and Company Petition No.437 of 2009 are made absolute in terms of prayer clauses (a) . 10. The Petitioner Companies to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 11. The Petitioners in both the Company Petitions to pay cost of Rs.7500/- each to the Regional Director and the Petitioner in Company Petition No 436 of 2009 filed by the Transferor Company to pay the Official Liquidator a sum of Rs.7500/- each. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar. (COMPANY JUDGE)