IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 217 OF 2011. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 166 OF 2011 SHAPOORJI PALLONJI SOLAR THERMAL PRIVATE LIMITED …………Petitioner / First Transferor Company. WITH COMPANY SCHEME PETITION NO. 218 OF 2011. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 167 OF 2011. SHAPOORJI PALLONJI POWER PROJECTS PRIVATE LIMITED …………Petitioner / Transferee Company. In the matter of the Companies Act 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 SHAPOORJI PALLONJI SOLAR THERMAL PRIVATE LIMITED with SHAPOORJI PALLONJI POWER PROJECTS PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in both Petition. Mr. N. D. Sharma i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. Dr. T. Pandian, Official Liquidator, present in CSP Nos. 217 OF 2011. CORAM: S. J. Kathawalla, J. DATE: 10th June, 2011. PC: 1. Heard counsel for the parties. 1 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of SHAPOORJI PALLONJI SOLAR THERMAL PRIVATE LIMITED with SHAPOORJI PALLONJI POWER PROJECTS PRIVATE LIMITED. 3. Counsel appearing on behalf of the Petitioners states 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, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in para 6 of the Affidavit the Scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit it stated that:- “6.(a) The Transferor Company is having Share Application Money which should be converted into equity shares by the Transferee Company immediately upon this scheme becoming approved by this Hon’ble High Court and becoming effective. (b) As per clause 11.3 of the scheme states that if necessary Transferee Company shall, before allotment of the equity shares in terms of the scheme, increase its authorized share capital by the creation of at least such number of equity shares of Rs.10/- each as may be necessary to satisfy its obligation under the scheme. In this connection the Transferee Company may be directed to comply with 2 provisions of section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. (c) Clause 13.1 of the Scheme deals with change in Objects of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be directed to comply with section 40 read with section 18 of the Act and to file amended copy of Memorandum of Association along with Form No. 21 with the Registrar of Companies.” 5. As far as the first objection is concerned, the Petitioner Companies through that counsel undertake to convert the Share Application Money of the Transferor Company into Equity Shares by the Transferee Company immediately upon this scheme becoming effective. This undertaking is accepted. 6. So far as the second objection is concerned, the Petitioners /Transferee Company through its counsel undertakes to comply with the provisions of Section 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary forms with Registrar of Companies after payment of necessary fiing fees and stamp duty as applicable, if necessary for increase in authorised capital as per Clause 11.3 of the scheme. This undertaking is accepted. 7. As far as the contents of paragraph 6(c) of the Affidavit of Regional Director is concerned, the Transferee Company through its counsel undertakes to comply with Section 40 read with Section 18 of the Act and to file on 3 amended copy of the Memorandum of Association along with Form No. 21 with the Registrar of Companies in connection with change in the in objects of the Memorandum of Association as per clause 13.1 of the scheme. 8. The Official Liquidator has filed a report stating 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. 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 have come forward to oppose the Scheme. 10. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 217 of 2011 filed by the Transferor Company is made absolute in terms of prayer Clauses (a) to (c) and Company Scheme Petition No. 218 of 2011 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, (O.S.) 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 date of the order. 12. The Petitioner Companies in Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Company in the Company Scheme Petition No. 217 of 2011 to pay costs of Rs. 10,000/- 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. 4 14. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. ( S. J. Kathawalla, J.) 5