1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.738 OF 2008 COMPANY PETITION NO.738 OF 2008 COMPANY PETITION NO.738 OF 2008 CONNECTED WITH CONNECTED WITH CONNECTED WITH COMPANY APPLICATION NO.916 OF 2008 COMPANY APPLICATION NO.916 OF 2008 COMPANY APPLICATION NO.916 OF 2008 In the matter of the Companies Act, 1956 And In the matter of Responsive Polymers International Limited And In the matter of Responsive Industries Limited And In the matter of the Scheme of Scheme of Amalgamation of Responsive Polymers International Limited with Responsive Industries Limited Responsive Polymers International Limited .. Petitioner with COMPANY PETITION NO.739 OF 2008 with COMPANY PETITION NO.739 OF 2008 with COMPANY PETITION NO.739 OF 2008 CONNECTED WITH CONNECTED WITH CONNECTED WITH COMPANY APPLICATION NO.917 OF 2008 COMPANY APPLICATION NO.917 OF 2008 COMPANY APPLICATION NO.917 OF 2008 Responsive Industries Limited ..Petitioner Mr.Sanjay Udeshi i.b M/s Sanjay Udeshi & Co for Petitioner Mr.C.J.Joy a/w Mr.P.Khosla i/b Mr.S.K.Mohapatra for Regional Director Mr.S.Ramakantha Dy.Official Liquidator present CORAM : S.J.Vazifdar, J CORAM : S.J.Vazifdar, J CORAM : S.J.Vazifdar, J DATE : 13th February, 2009 DATE : 13th February, 2009 DATE : 13th February, 2009 P.C. 1. The petitioner seeks sanction to a scheme of amalgamation. The petitioner in Company Petition No.738 of 2008 is the transferor company and the Petitioner in Company Petition No. 739 of 2008 is 2 the transferee company. The entire procedure has been complied with. None of the Creditors or members or any other person have opposed this scheme being sanctioned. 2. The Official Liquidator has filed an affidabvit inter alia stating that the affairs of the transferor company have been conducted in a proper manner. The Official Liquidator has not opposed the scheme. 3. The Regional Director has filed an affidavit in which he has stated that save and except what is stated in para 6 therein the scheme is not prejudicial to the interest of the share holders and the public. 4. In para 6 of the said affidavit, the Regional Director has stated that the directors have committed under section 295 of the Companies Act. The company has filed an application for compounding in respect of the offences under section 295 of the Companies Act. The company undertakes to file an application for compounding in respect of the violation of section 283. In view of the judgment dated 10th July, 2008 in a group of Company petitions first of which is Company Petition No.220 of 2008 and in view of the judgment of the Division Bench of this Court in Re: Re: Re: Zee Telefilms Ltd, 2005 ee Telefilms Ltd, 2005 ee Telefilms Ltd, 2005 3 (125) Company cases 297 (125) Company cases 297 (125) Company cases 297 there is no impediment to the scheme being sanctioned. It is not the contention of any of the parties including the Regional Director that sanction to the scheme is effected by the same. Nor has anything has been brought to my notice that necessary resolution in connection with this scheme have been rendered void for any reason. 5. Needless to state as and has been held in the above judgments the orders sanctioning the scheme will not in any manner effect any proceedings that may be taken against the directors or any proceedings that may be adopted by the directors. It may also be noted that the advances which were made in violation of section 295 have been repaid. 6. In the circumstances, both the petitions are made absolute in terms of prayer clauses (a). 7. The Petitioner to pay costs of Rs.7500/- each to the Regional Director in both Company Petitions and to the Official Liquidator in Company Petition No.738 of 2008 within four weeks from today. 8. Filing and issuance of drawn up order is dispensed with. 9. All authorities concerned to act on an copy of 4 this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay