1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION No. 665 of 2009 CONNECTED WITH COMPANY APPLICATION No. 743 of 2009 Arihant Gold Plast Private Limited ) ) Petitioner / Transferor Company WITH COMPANY PETITION No. 666 of 2009 CONNECTED WITH COMPANY APPLICATION No. 744 of 2009 Sp Extrusion Private Limited ) ) Petitioner / Transferee Company In the matter of Companies Act 1 of 1956; And In the matter of Section 391 and 394 of the Companies Act 1 of 1956; And In the matter of Scheme of Amalgamation of Arihant Gold Plast Private Limited with SP Extrusion Private Limited 2 Mr. Dinesh P. Shah for the Petitioners Mrs. S. V. Bharucha i/b. Mr. S. K. Mohapatra for Regional Director in all matters. Mr. P. Ramarao, Official Liquidator in Company Petition No. 665 of 2009 Coram: Dr. D. Y. Chandrachud, J. Dated: 18th December, 2009 P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Arihant Gold Plast Private Limited with SP Extrusion Private Limited. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and has filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the 3 Companies Act, 1956 and Rules made there under. The undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders, creditors and public, save and accept following, as stated in Para 6 of the Affidavit as under: “6. That the Deponent further submits that, as per clause 15.1 of the scheme the name of the Transferee Company is proposed to be changed to “Arihant Gold Plast Private Limited”. In this connection Transferee Company may be directed to comply with the provisions of section 20 & 21 read with section 23 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 System of allotting the names, it is systematically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai.” The Petitioner Company undertakes to comply with all applicable procedural requirements prescribed under the Companies Act, 1956 and Rules made there under in this regard. The undertaking is accepted. 4 5. The Official Liquidator has filed its report in Company Petition No.665 of 2009 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. 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. Moreover the Regional Director has stated that the scheme does not appear to be prejudicial to the interests of share holders, creditors and public. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 665 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (m) of the said Petitions and Company Petition No. 666 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (m) of the said Petition. 8. The Transferee Company to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 5 9. The Petitioners in both the Company Petitions to pay costs of Rs.7,500 each to the Regional Director and the Petitioner in Company Petition Nos. 665 of 2009 to pay costs of Rs.7,500 to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the order. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (Dr. D. Y. Chandrachud, J.)