*1* csp.636.10.csd.666.10.csp.637.10.csd.667.10.67 kps IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.636 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.666 OF 2010 Godrej Gold Coin Aquafeed Limited. ..Petitioner/Transferor Company WITH COMPANY SCHEME PETITION NO.637 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.667 OF 2010 Godrej Agrovet Limited. ..Petitioner/Transferee Company .......... Ms.Alpana Ghone a/w R.Shah i/b Rajesh Shah & Company, for the Petitioner. Ms.Purnima Avasthi, for the Joint Regional Director. Ms.Azmin Irani, for the Official Liquidator. .......... CORAM : S.C.DHARMADHIKARI, J. DATE : 05th January, 2011. P.C. 1 Heard the learned counsel for the parties. 2 It is stated that the Board of Directors of the respective Companies have authorized the persons who have signed and verified these petitions, to make statements and declarations on behalf of the respective Companies and the Board of Directors thereof. It is on this basis and in the light of the Board resolutions and the contents thereof, that I have proceeded to take up the matters today. 3 There is one unsecured creditor of the transferor and transferee company who is stated to be claiming an amount from both but *2* csp.636.10.csd.666.10.csp.637.10.csd.667.10.67 beyond stating the same, no formal objections to the scheme have been lodged by the said creditor. Instead the Petitioner’s counsel tenders an affidavit enclosing therewith the writing of the said unsecured creditor which shows that the said creditor has no objection to the scheme being approved. The affidavit is taken on record. 4 The sanction of the Court is sought under Sections 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956, to the Scheme of Arrangement between Godrej Gold Coin Aquafeed Limited, the transferor company and Godrej Agrovet Limited, the transferee company and their respective shareholders. 5 The learned 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. Moreover, the Petitioner Companies undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 6 The Regional Director has filed an affidavit in the above petitions stating that save and except as stated in paragraph No.6 of the said affidavit, the Scheme does not appear to be prejudicial to the interest of the shareholders and the public. 7 The paragraph No.6 of the said affidavit as mentioned above reads thus:- “That the Deponent further submits that, it was proposed in the scheme at Para No.5.1 that the Transferee Company shall allot and issue shares to the shareholders of the Transferor Company in the ratio of 2 equity share of Rs.10/- each for every 100 equity share of the Transferor Company. It is further stated in clause No. 6.2 that the equity share capital of the Transferor Company as appearing in the books of accounts of the Transferee Company, as on the effective date, shall stand *3* csp.636.10.csd.666.10.csp.637.10.csd.667.10.67 cancelled. Vide additional affidavit dated 21.10.2010 both the companies have affirmed that post filing of the scheme and petition the Transferee Company has acquired remaining 51% of the equity shares of the Transferor Company and in view of the above the Transferor Company has become 100% subsidiary of the Transferee Company. Hence, the Transferee Company has now decided not to issue and allot any shares in consideration. A copy of the said additional affidavit annexed hereto and marked as Exhibit ‘D-1’ & ‘D-2’. In view of the above para No.5.1 to 5.5 except para No.5.2 have become redundant. This is for the information of the Hon’ble High Court.” 8 The Advocate for the Petitioner Companies accepts the observations made by the Regional Director and seeks leave of this Court to delete the clauses 5.1 to 5.5 except clause 5.2 of the proposed Scheme of Arrangement and carry out all incidental and consequential amendments in the Scheme. Leave to amend is granted. Amendment be carried out within two weeks from today. 9 The Official Liquidator has filed his report in Company Scheme Petition No.636 of 2010 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 10 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. 11 Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos.636 of 2010, filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d), Company Scheme Petition No.637 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c) and *4* csp.636.10.csd.666.10.csp.637.10.csd.667.10.67 additional affidavit filed by the Transferee Company on 21st October, 2010 is made absolute in terms of prayer clause (a) thereof. 12 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 today. 13 The Petitioners in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No.636 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. 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. (S.C. Dharmadhikari, J)