IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 667 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 688 OF 2010 GODREJ HOUSEHOLD PRODUCTS LIMITED …………Petitioner / Transferor Company In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of Godrej Household Products Limited (‘Transferor Company’) WITH Godrej Consumer Products Limited (‘Transferee Company’) AND their Respective Shareholders. Ms. Alpana Ghone with Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Petitioners. Dr. T. Panidan, Official Liquidator, present in the Company Scheme Petition. 667 of 2010. Mr. C. J. Joy with Mr. M. S. Bhardwaj i/b Mr. H. P. Chaturvedi for Regional Director. CORAM: S. C. Dharmadhikari, J. DATE: 28th February, 2011 PC: 1. Heard learned counsels for the parties. 2. The sanction of this Hon’ble Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Godrej Household Products Limited, the Transferor Company with Godrej Consumer Products Limited, the Transferee Company and their respective shareholders (‘Scheme’). 3. The learned counsel for Petitioner submits that the Petitioner is wholly owned subsidiary of the Transferee Company and that by an order passed by this Hon’ble Court on 22 nd October, 2010 in Company Summons for Direction No.688 of 2010, the filing of a separate Company Summons for Direction and Company Scheme Petition by Godrej Consumer Products Limited, the Transferee Company, was dispensed with. 4. Learned counsel appearing on behalf of the Petitioner Company has stated that it has complied with all requirements as per directions of this Hon’ble Court and it has filed necessary affidavits of compliance in the Hon’ble Court. Moreover, Petitioner Company undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. The said undertaking is accepted. 5. The Regional Director has filed an affidavit stating that save and except as stated in paragraph 6(a) and 6(b) of the said affidavit, it appears that the Scheme is not prejudicial to the interest of the shareholders and the public. In response to the above observation of the Regional Director, the learned counsel for the Petitioner Company has submitted an affidavit of Mr. K. Suryanarayan, Authorised Signatory of the Petitioner Company, dated 17th February 2011. 2 6. In paragraph 6(a) of the said affidavit of the Regional Director, it is stated that “The shares of the Transferee Company are listed with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Transferee Company informed that vide its letter dated 14/10/2010 had intimated to the BSE and NSE in respect of present scheme of amalgamation in compliance of clause 36(7)(ii) and other applicable provisions of the Listing Agreement. However the No Objection Letter from BSE and NSE has not been furnished in this regard. This is for the information of this Hon’ble High Court” The Petitioner Company through the above mentioned affidavit of Mr. K. Suryanarayan, Authorised Signatory of the Petitioner Company has submitted that the Petitioner Company is a wholly owned subsidiary of the Transferee Company. The Board of Directors of the Transferee Company has in its meeting held on 14th October 2010 accorded its approval to this Scheme of Amalgamation. The Transferee Company has immediately after the conclusion of the meeting of the Board of Directors held on 14th October, 2010 duly intimated Bombay Stock Exchange (‘BSE’) and National Stock Exchange (‘NSE’) about the said Scheme of Amalgamation under the applicable provisions of the Listing Agreement. The Petitioner Company has further submitted that the Transferee Company has neither received any communication from BSE or NSE for obtaining a prior no objection nor received any objection letter from the respective Stock Exchanges. The Petitioner Company has further submitted that no new shares would be allotted pursuant to the said Scheme and the said Scheme does not envisage any reorganisation of the share capital of the Transferee Company. 3 Hence, neither the interest of the shareholders of the Transferee Company is affected nor it impacts the existing terms and conditions of listing of shares of the Transferee Company. Further, the Transferee Company has not filed its Petition since vide order dated 22nd October, 2010 of this Hon’ble Court, filing of a separate Company Summons for Direction, Company Scheme Petition and a separate process in relation to the Scheme by the Transferee Company was dispensed with. Since no petition has been filed by the Transferee Company in view of the above dispensation, approval of the stock exchange(s) should not be required. Further, the learned counsel for the Petitioner Company states that the Transferee Company is in compliance of all the applicable requirements of BSE and NSE and Rules made by each of them. In view of the above the Transferee Company is not required to obtain “No Objection Certificate” from the Stock Exchanges. 7. In paragraph 6(b) of the said affidavit of the Regional Director, it is stated that “The advocate for the petitioner company vide his letter dated 20/01/2011 enclosing therewith a copy of letter dated 20/01/2011 of the Transferee Company has informed that a winding up petition has been filed against the Transferee Company by Laxmi Dia Jewel Private Limited which is pending before this Hon’ble High Court and further informed that company is contesting the same as there is no default on the part of the Transferee Company.” It is submitted by the learned counsel for the Petitioner Company that the said petition is pending for admission before this Hon’ble Court. Further, the Transferee Company shall remain in existence even after this Scheme of Amalgamation is 4 given effect to. Hence, the winding up proceedings initiated by the Laxmi Dia Jewel Private Limited against the Transferee Company can continue against the Transferee Company, post amalgamation. The sanctioning of this Scheme will not in any way affect the pendency of the winding up petition against the Transferee Company. Therefore it should not prevent this Hon’ble Court from considering the Scheme and accord its sanction to the Scheme. 8. The Official Liquidator has filed his report in Company Scheme Petition No. 667 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. 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 Scheme Petition No. 667 of 2010, filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d). 11. The Petitioner Company 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 this order. 5 12. The Petitioner to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and 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. C. Dharmadhikari, J.) 6