- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.539 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.576 OF 2009 In the matter of the Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation and Arrangement of (i) Hans Gas Appliances Pvt. Ltd., (ii) Khara Gas Equipments Pvt. Ltd. and (iii) Maharashtra Cylinders Pvt. Ltd. with (iv) Confidence Petroleum India Limited Hans Gas Appliances Pvt. Ltd. …Petitioner (First Transferor Company) AND COMPANY PETITION NO.540 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.577 OF 2009 Khara Gas Equipments Pvt. Ltd. ...Petitioner (Second Transferor Company) - 2 - AND COMPANY PETITION NO.541 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.578 OF 2009 Maharashtra Cylinders Pvt. Ltd. ...Petitioner (Third Transferor Company) AND COMPANY PETITION NO.542 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.579 OF 2009 Confidence Petroleum India Ltd. ...Petitioner (Transferee Company) Mr. Ramesh Saraogi for Petitioner Mr. Ramarao, Official Liquidator in C.P. No.539 to 541 of 2009 Mr. N. R. Prajapati i/b Mr. S. K. Mohapatra for Regional Director in the above Petitions CORAM : S. J. KATHAWALLA J. DATE : 18th September, 2009 PC. : 1.] Heard Learned counsel for parties. 2.] The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation and Arrangement between Hans Gas Appliances Pvt. Ltd. (the First Transferor Company), Khara Gas Equipments Pvt. Ltd. (the Second Transferor Company) and - 3 - Maharashtra Cylinders Pvt. Ltd. (the Third Transferor Company) with Confidence Petroleum India Ltd. (the Transferee Company). 3.] Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 4.] The Regional Director has filed 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 his Affidavit, the Regional Direct has inter-alia stated that as per the Balance sheet of 31/3/2006 of the Transferee Company, it is observed that the Transferee Company has accepted unsecured loans from friends and relatives of Directors in contravention of the provisions of Section 58A of the Companies Act, 1956 and that the Company is liable for default in compliance of the said Section. It is further stated that there is a prima facie violation of Section 297 of the Act by the Transferee Company and that the Registrar of Companies, Mumbai, has been directed to initiate necessary penal action against the Company and its Directors for these violations and that the above facts being 'material facts' in respect of the Transferee Company, which is a listed Company. - 4 - 5.] Mr. Jitendra Jain, Director of the Transferee Company has filed his affidavit dated 8th September, 2009 in Company Petition No.542 of 2009 in reply to the objections raised by the Regional Director in his affidavit. As regards, the alleged contravention of Section 58A are concerned, it is stated that an amount of Rs.7,53,500/- was received as unsecured deposit from friends and relatives of the Directors as on 31/3/2006 and that the said amount was repaid and there is nil amount as on 31/3/2007 and in subsequent years and that there is no complaint whatsoever from any person. 6] In the said Affidavit, the Transferee Company has further stated that as regards the alleged violation under Section 297 of the Act by the Petitioner/ Transferee Company, the Company will take suitable steps as provided under the Act and if required the Company will make appropriate application for compounding the offence as per the provisions of the Act. It is also stated that the above contraventions, if any, are technical in nature and does not affect the Scheme of Amalgamation and that the Company is otherwise compliant of the statutory provisions of the Companies Act, 1956 and will comply with the relevant provisions of the Act. The said statement is accepted. It is further stated in the said affidavit that none of the alleged violations referred to by the Regional Director have any bearing whatsoever on the Scheme and hence, the said violations do not come in the way of the Scheme being sanctioned by the Court. It is also stated that it is always open to the Regional Director to adopt such proceedings in accordance with law with regard to the alleged violations - 5 - against the Company and its Directors, as the case may be, even after the scheme is sanctioned by this Court and that the Transferee Company has no objections to liberty being reserved to the Regional Director subject to the Company's right to defend such proceedings in accordance with law and that if any such proceedings are adopted against the Transferee Company, the same can be and may be continued against the Transferee Company pursuant to relevant provisions of the Act. 7.] The Official Liquidator has filed report in Company Petition No.539 of 2009 to 541 of 2009 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved without winding-up. 8.] Upon perusal of the entire 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 have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as prayed is not prejudicial to the interests of Shareholders and public. 9. ] There is no objection to the Scheme, save and except as stated in paragraphs 4 to 6 hereinabove and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.539 of 2009 to 542 of 2009 are made absolute in terms of prayer clause (a) to (j) subject to the liberty granted - 6 - to Regional Director / Registrar of Companies as above to take appropriate actions in accordance with law for aforesaid violations in respect of Transferee Company. 10] The Transferee Company to lodge 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 orders. 11.] The Petitioners in the Company Petitions No.539 of 2009 to 542 of 2009 to pay cost of Rs.7,500/- each to the Regional Director. The Petitioners in Company Petition Nos.539 of 2009 to 541 of 2009 to pay cost of Rs.7,500/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within 4 weeks from today. 12.] Filing and issuance of the drawn up Order is dispensed with. 13.] All concerned authorities to act on a copy of this Order alongwith the Scheme duly authenticated by Company Registrar, High Court, Bombay. ( S. J. Kathawalla J.)