1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 5 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1324 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Godavari Biofuel Private Limited; And In the matter of the Scheme of Amalgamation of Godavari Biofuel Private Limited and Ratnaprabha Sugars Limited into Shree Renuka Sugars Limited Godavari Biofuel Private Limited …… Petitioner/ 1st Transferor Company And COMPANY SCHEME PETITION NO. 6 OF 2010 CONNECTED WITH COMPANY APPLICATION NO. 1325 OF 2009 Ratnaprabha Sugars Limited … Petitioner/ 2nd Transferor Company Mr. Ashish Kamat i/b M/s Chitnis & Co. Advocates for the Petitioners. Mr. Purnima Awasthi i/b Mr. S.K. Mohopatra for Regional Director in both the Petitions 2 Mr. P. Rama Rao, Official Liquidator in C.S.P. No. 5 of 2010 and C.S.P. No. 6 of 2010 CORAM: S.J. VAJIFDAR J Dated: 23rd July, 2010 PC: 1. Heard learned Counsel for 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 Godavari Biofuel Private Limited and Ratnaprabha Sugars Limited, the Transferor Companies into Shree Renuka Sugars Limited , the Transferee Company 3. The Counsel appearing on behalf of the Petitioner Companies states that the registered offices of both the Transferor Companies are situated in the State of Maharashtra, whereas the registered office of the Transferee Company is situated in the State of Karnataka. The Petition filed by the Transferee Company in the High Court of Karnataka is pending for hearing. 4. Counsel appearing on behalf of the Petitioners has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. Undertaking is accepted. 3 5. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed a report stating that the affairs of the Petitioners/ Transferor Companies have been conducted in proper manner and that Petitioners/ Transferor Companies may be ordered to be dissolved. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled, both the Company Petitions i.e. the Company Scheme Petition No. 5 of 2010 filed by the 1st Transferor Company and the Company Scheme Petition No.6 of 2010 filed by the 2nd Transferor Company are made absolute in terms of prayer clause (a) of the respective Petitions. The Scheme is sanctioned subject to the order to be passed by the High Court of Karnataka at Bangalore in the Petition filed by the Transferee Company. 9. The Transferor Companies to lodge an authenticated 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 order. 4 10. The Petitioners in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and also to the Official Liquidator, High Court, Bombay, towards their costs. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with 12. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S.J. Vazifdar J.)