IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 373 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 87 OF 2011. Best Design Properties Private Limited ....Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 374 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 88 OF 2011. Garware Industries Limited ....Petitioner/Transferee Company In the matter of the Companies Act, 1956(1 of 1956); And In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Best Design Properties Private Limited (‘Transferor Company’) with Garware Industries Limited (‘Transferee Company’) and their Respective Shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co. Advocates for Petitioners in both Petitions. Dr. T. Pandian, Official Liquidator present in Company Scheme Petition No. 373 of 2011. Mr. D. A. Dubey i/b Dr. T. C. Kaushik for Regional Director in both the Petitions. CORAM: S. C. Dharmadhikari, J. DATE: 16th September 2011 2 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 to a Scheme of Amalgamation of Best Design Properties Private Limited with Garware Industries Limited and their Respective Shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioner Companies 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 undertakes 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 paragraphs 6(a) and 6(b) of the said affidavit, it appears that the scheme is not prejudicial to the interest of the shareholders and public. 5. The Counsel appearing for the Regional Director has drawn my attention to paragraphs 6 (a) and 6 (b) of the Affidavit of the Regional Director in which it is stated that:- “ (a) Clause 7.3 of the Scheme, difference in the net value of assets and liabilities transferred, after giving effect to clause 7.1 & 7.2 shall be credited to General Reserve Account. In this connection it is suggested that the Reserve arising out of this scheme shall not be utilised for the purpose of declaring dividend by the Transferee Company. (b) Authorised Share Capital of the Transferee Company as per Balance Sheet as at 31/03/2010 and 31/03/2011 and as 3 stated in the Petition is Rs. 12 crores. However, as per clause 3.2 of the scheme it is stated as 120 crores, which may be corrected.” 6. In response to the observations raised by the Regional Director in Paragraph 6(a) of his Affidavit, the Petitioner/Transferee Company through its counsel undertakes to comply with the suggestions of the Regional Director that the Reserve arising out of this scheme shall not be utilised for the purpose of declaring dividend. The said undertaking is accepted. 7. In response to the observations raised by the Regional Director in Paragraph 6(b) of his affidavit, the Counsel appearing on behalf of the Petitioner Companies states that there is a typographical error in clause 3.2 of the Scheme wherein the Authorised Capital and Issued, Subscribed and paid up capital of the Transferee Company is incorrectly mentioned as 12,00,00,000 Equity Shares of Rs.10/- each amounting to Rs.120,00,00,000/- and 11,00,00,000 Equity Shares of Rs.10/- each amounting to Rs. 110,00,00,000/- instead of 1,20,00,000 Equity Shares of Rs.10/- each amounting to Rs.12,00,00,000/- and 1,10,00,000 Equity Shares of Rs.10/- each amounting to Rs.11,00,00,000/- respectively. The Counsel for the Petitioner Companies, therefore ,seeks leave of this Court to amend Clause 3.2 of the Scheme for incorporating the aforesaid changes. Leave to amend is granted. Amendment to be carried out within two weeks from today. 8. The Official Liquidator has filed his report in Company Scheme Petition No. 373 of 2011 stating therein that the affairs of the 4 Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 9. 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. 10. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 373 of 2011 is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 374 of 2011 is made absolute in terms of prayer clauses (a) to (d). 11. 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 order. 12. The Petitioners in both Petitions to pay costs of Rs. 10,000/- each to the Regional Director. Petitioner in Company Scheme Petition No. 373 of 2010 to pay sum of Rs. 10,000/- to the Official Liquidator, High Court, Bombay toward his Costs. Costs to be paid within four weeks from today. 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 (O. S.), Bombay. (S. C. Dharmadhikari, J.)