IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 981 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1032 OF 2009 ALLIED BLENDERS AND DISTILLERS PRIVATE LIMITED …………Petitioner / First Transferor Company. COMPANY PETITION NO. 982 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1033 OF 2009 OUR OWN PROPERTIES PRIVATE LIMITED …………Petitioner / Second Transferor Company COMPANY PETITION NO. 983 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1034 OF 2009 MOONLIGHT BLENDERS AND DISTILLERS PRIVATE LIMITED ………Petitioner / Transferee Company In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of Allied Blenders and Distillers Private Limited (“the First Transferor Company”) and Our Own Properties Private Limited (“the Second Transferor Company”) with Moonlight Blenders and Distillers Private Limited (“the Transferee Company”) and 2 Their Respective Shareholders and Creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. P. Ramarao, Official Liquidator, present in Company Petitions No. 981 of 2009 and 982 of 2009 Mr. Vikramaditya Deshmukh i/b Mr. S.K. Mohapatra for Regional Director in all the Petitions. CORAM: S. J. Kathawalla, J. DATE: 5th February, 2010 PC: 1. Heard learned counsels 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 Allied Blenders and Distillers Private Limited and Our Own Properties Private Limited with Moonlight Blenders and Distillers Private Limited and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all requirements 3 as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 4. The Regional Director has filed an affidavit in the above petitions stating that save and except as stated in paragraph 6(i) and 6(ii) of the said Affidavit, the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. In paragraph 6 of the affidavit, the Regional Director submits that:- (i) as per clause 18 of the Scheme the name of the Transferee Company is proposed to be changed to “Allied Blenders and Distilleries Private Limited”. In this connection Transferee Company may be directed to comply with 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 the proposed new name will be allowed subject to availability of the same, by the 4 Registrar of Companies since under the computerized MCA 21 System of allotting the names, it is systematically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai. (ii) As per Affidavit dated 18/12/2009 submitted by the Shri Ratan Lal Jain Company Secretary of the First Transferor Company stated there in at para 2 of the said affidavit that the company has not filed any application under section 621A of the Companies Act, 1956 for compounding of any offences during this period. On examining the records of this office it was found that the above affidavit was incorrect because the company has recently compounded certain offences by Company Law Board. The company has furnished further affidavit dated 27/01/2010 which is annex hereto and marked as ‘Exhibit ‘D’, stating therein that the company and its directors have filed with Company Law Board, Mumbai applications under section 621A of the Act in respect of violations of section 211 read with Schedule VI, as also under section 141 (two numbers) for condonation of delay in filing of Form No. 8 in respect of creation of Charges (7 counts) and for condonation of delay in respect of filing of Form 17 with respect to Satisfaction of Charges (6 counts) and also under section 18(4) of the Act and the said applications were disposed off and the company has taken all necessary steps for giving effect to the order of Company Law Board, Mumbai by filing requisite forms with Registrar of Companies, Mumbai and as on date there is no pending contravention requiring compounding under section 621A of the Act. This is for the information of the High Court. 5 6. The Advocate appearing on behalf of the Petitioner Companies states that so far as paragraph 6(i) of the Affidavit of Regional Director is concerned, the Petitioner Companies undertake to comply with the provisions of section 20 and 21 read with section 23 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allotted, subject to availability of the same, by the Registrar of Companies, Mumbai, at the time of making such application. The undertaking is accepted. 7. The Advocate appearing on behalf of the Petitioner Companies further states that so far as paragraph 6(ii) of the Affidavit of Regional Director is concerned, a further affidavit was filed by the First Transferor Company on 27/01/2010 wherein Shri Ratan Lal Jain, Company Secretary of the First Transferor Company stated that inadvertently and unintentionally, it was mentioned in para 2 of the affidavit dated 18/12/2009 that there has been no contravention of the Companies Act, 1956 by the 6 Company or any of its directors during the last three years. He clarified that compounding applications were filed. Further, as rightly pointed out by the Regional Director, all the applications have been disposed off and the company has taken all necessary steps for giving effect to the order of Company Law Board, Mumbai by filing requisite forms with Registrar of Companies, Mumbai and as on date there is no pending contravention requiring compounding under section 621A of the Act. Thus, the observation of the Regional Director is for the information of this Court and has no impact on the present Scheme. 8. The Official Liquidator has filed a report in Company Petition Nos. 981 of 2009 and 982 of 2009 stating therein that the affairs of the Transferor Companies, viz, Allied Blenders and Distillers Private Limited and Our Own Properties Private Limited have been conducted in a proper manner and that the said Companies may be ordered to be dissolved. 7 9. 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. 10. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 981 of 2009 and 982 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d) and Company Petition No. 983 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 11. The Petitioner Companies 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 dated of the Order. 8 12. The Petitioners in all the Company Petitions to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai and the Petitioners in the Company Petition Nos. 981 of 2009 and 982 of 2009 to pay costs of Rs.7,500/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. 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) 9