1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.613 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.595 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of – Graziella Shoes Limited (‘Transferor Company’) with Tata International Limited (‘Transferee Company’); AND Their Respective Shareholders and Creditors; Tata International Limited. …Petitioner/Transferee Company Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., Advocates for the Petitioner Company. Ms. Purnima Awasthi i/b Mr. H.P. Chaturvedi for Regional Director. CORAM: S. C. Darmadhikari, J. DATE: 16th December, 2011 PC: 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Graziella Shoes Limited, the Transferor Company with Tata International Limited, the Petitioner/Transferee Company and their Respective Shareholders. 3. The Counsel for the Petitioner states that the Registered Office of Graziella Shoes Limited, the Transferor Company is in the state of Tamil Nadu and that the Madras High Court by its order dated 10th November, 2011 has already admitted the Company Petition No.174 of 2011 filed by the Transferor Company and that the same is pending for hearing and final disposal. 4. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and it has filed necessary affidavits of compliance in the Court. Moreover the Petitioner Company 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. 5. The Regional Director has filed an Affidavit in the above Petition stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and 6(b) of the said Affidavit, the Regional Director has stated that:- 3 “(a) The Registered Office of the Transferor Company is situated in the State of Tamil Nadu. Hence the present scheme of amalgamation between the Transferor and Transferee Company will be subject to condition of similar approval from the Hon’ble High Court of Tamil Nadu in respect of Transferor Company. (b) Clause No. 15.1.4 of the scheme, states that the difference between the value of the assets over the value of liabilities of GSL and after giving effect to other sub- clauses of the scheme and adjusting the diminution, if and to the extent considered appropriate by the Board of Directors of TIL in the value of certain of its assets in the books of account of TIL in case of surplus be credited to the General Reserve Account of Transferee Company (TIL). In this connection it is submitted that the Reserve arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.” 7. As far as the observations made in paragraph 6(a) of the Affidavit of Regional Director is concerned, it is clarified that the present scheme of Amalgamation between the Transferor and Transferee Company will be subject to condition of similar approval from the Madras High Court in respect of Transferor Company. 8. So far as the observations made in paragraph 6(b) of the Affidavit of Regional Director are concerned, the Petitioner Company through their counsel undertakes that reserve arising out of the scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future. The said undertaking is accepted. 4 6. 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 any public policy. None of the parties concerned has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.613 of 2011 filed by the Petitioner/Transferee Company is made absolute in terms of prayer clauses (a) to (c). 8. The Petitioner Company 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 date of the order. 9. Petitioner to file a copy of this order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically, along with e-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 10. The Petitioner to pay cost of Rs.10,000/- to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. 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.)