1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.451 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.482 OF 2010 OLEOFINE ORGANICS (INDIA) PRIVATE LIMITED .....Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO.452 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.483 OF 2010 FINE ORGANIC INDUSTRIES 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 OLEOFINE ORGANICS (INDIA) PRIVATE LIMITED WITH FINE ORGANIC INDUSTRIES PRIVATE LIMITED Mrs. Alpana Ghone and Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioner in both Petition. Dr. T. Pandian, Official Liquidator, present in CSP No. 451 of 2011 Mrs. Purnima Awasthi i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. 2 CORAM: S. J. Kathawalla, J. DATE: 17th June, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to the Scheme of Amalgamation of OLEOFINE ORGANICS (INDIA) PRIVATE LIMITED with FINE ORGANIC INDUSTRIES PRIVATE LIMITED under Sections 391 to 394 of the Companies Act, 1956. 3. 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, Petitioner Companies 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 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. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6(a) and 6(b) it appears 3 that the Scheme is not prejudicial to the interest of shareholders and public. In Paragraph 6 of the said Affidavit it is stated that:- “(6) That the Deponent further submits that:- (a) M/s. P. N. Shipping Agency one of the usecured creditor of the Transferor and Transferee Company have filed Winding Up Petitions under section 433 and 434 of the Companies Act, 1956 before this Hon’ble Court for non payment of their due by the transferor and transferee company and said petitions are pending before this Hon’ble High Court. The said creditor has also filed intervening application opposing the present scheme of amalgamation before this Hon’ble High Court. This is for the information of this Hon’ble High Court. (b) As per Clause 17 of the scheme that the period fixed for approving the scheme is 31/03/2011, which has already expired. In this connection Board of Directors of the petitioner companies may be directed to take necessary steps to extend the date by passing Board Resolution for giving effect to the scheme. 6. A creditor, M/s. P. N. Shipping Agency has filed an Affidavit of intervention dated 27/11/2010 in Company Scheme Petition No.451 of 2010 opposing the Petition, interalia, stating that till the entire amounts due and payable by both the Transferor Company and Transferee Company are paid over; the scheme should not be sanctioned. The intervening creditor has also filed winding up 4 petitions being Company Petition No.445 of 2011 and 446 of 2011 against the Transferor Company and the Transferee Company. The Transferor Company and the Transferee Company have respectively filed Affidavits opposing winding up petitions filed against them. The Transferor Company and Transferee Company have disputed the claim made by the intervening Creditor. The Transferee Company undertakes to pay to the intervening creditor the amount which may finally be determined to be due and payable in the said winding up Petitions and/or any proceedings initiated by the Intervener. The said undertaking is accepted. 7. So far as the objection in paragraph 6(b) of the Regional Di- rector is concerned, the Petitioner Company in Company Scheme Pe- tition Nos.451 of 2010 and 452 of 2010 has tendered Affidavits of Mr. Nikhil Kamat, Authorised Signatory, interalia, stating that the Petitioner Companies have already passed the Board Resolution on 31/03/2011, for extending the period for approving the Scheme from 31/03/2011 to 31/03/2012. 8. From the material placed 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. Except, M/s. P. N. Shipping Agency, no other party has come forward to oppose the Scheme. 5 9. Since all the requisite statutory compliances have been ful- filled, Company Scheme Petition No.451 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (j) and the Company Scheme Petition No.452 of 2010 filed by the Transferee Compa- ny is made absolute in terms of prayer clauses (a) to (i). 10. 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. 11. The Petitioners in the Company Scheme Petition Nos.451 of 2010 and 452 of 2010 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No.451 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid with- in four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. Kathawalla, J.)