1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 371 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 145 OF 2011 Zawar Brothers Limited (Formerly known as Zawar Brothers Private Limited) ....Petitioner/First Transferor Company AND COMPANY SCHEME PETITION NO 372 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 146 OF 2011 Zawar Sales Limited ..........Petitioner/Transferee Company In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation of Zawar Brothers Limited (Formerly known as Zawar Brothers Private Limited) And Piyush Mercantile Private Limited With Zawar Sales Limited (Formerly known as Zawar Sales Private Limited And Their Respective Shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners. Dr. T. Pandian, Official Liquidator, present in Company Scheme Petition Nos. 371 of 2011. Ms. Soma Singh i/b Mr. H.P. Chaturvedi for Regional Director in all the Petitions. CORAM: S.C. DHARMADHIKARI, J DATE: 30TH SEPTEMBER 2011 P.C. 1. Heard counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Zawar Brothers Limited ( Formerly known as Zawar Brothers Private Limited) and Piyush Mercantile Private Limited With 2 Zawar Sales Limited (Formerly known as Zawar Sales Private Limited And Their Respective Shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioners undertake 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. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6 of the said Affidavit, the Regional Director has stated that: (a)The Registered Office of the Second Transferor Company is situated in the State of West Bengal. Hence the present Scheme of Amalgamation between the Transferor Companies and Transferee Company will be subject to condition of similar approval from Hon'ble High Court of Calcutta in respect of Second Transferor Company. 5. As far as the first objection in paragraph 6 of the Affidavit is concerned, the Counsel for the Petitioner states that the Petition has been filed by the Second Transferor Company with the High Court of Calcutta and the Petition is still pending for hearing and final disposal. 6. The Official Liquidator has filed his report stating therein that the Affairs of the First Transferor Company has been conducted in a proper manner and that the said First Transferor Company may be ordered to be dissolved. 8. 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. 3 9. Since all the requisite statutory compliances have been fulfilled the Company Scheme Petitions are made absolute in terms of prayer clause (a) of the respective Petition. 10. The Petitioners 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 order. 11. The Petitioners in all the Petitions to pay costs of Rs.10,000/- each to the Regional Director and Petitioner in Company Scheme Petition No. 371 of 2011 to pay costs of Rs. 10,000/- to the Official Liquidator. Costs to be paid within four weeks from today. 12. Petitioner Companies are directed to file a copy of this order alongwith copy of the Scheme of Amalgamation 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. 13. Filing and issuance of the drawn up order is dispensed with. 14. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (0. S.), Bombay. (S.C. DHARMADHIKARI, J)