IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.525 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.487 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Dipareena Electricals Private Limited And In the matter of the Scheme of Arrangement of - Dipareena Electricals Private Limited With Legrand (India) Private Limited Dipareena Electricals Private Limited …PETITIONER Mr. Sumit Raghani i/b. PDS & Associates for the Petitioner. Mrs. R. N. Sutar, Asstt. Official Liquidator present. Mr. C. J. Joy i/b. Mr. H. P. Chaturvedi, for Regional Director. Coram: S. C. Dharmadhikari, J Date: 9th December 2011 P.C.: 1. Heard the Learned Counsel for the Petitioner. 1 2. The sanction of the court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement of Dipareena Electricals Private Limited with Legrand (India) Private Limited. 3. The Counsel for the Petitioner submits that the Petitioner Company is a wholly owned subsidiary of Legrand (India) Private Limited, the Transferee Company and in view of the decision of this Court in the case of Mahaamba Investments Limited v/s. IDI Limited [(2001) 105 Company Cases, page 16 to 18], the filing of separate Company Summons for Direction and Company Scheme Petition by the Transferee Company was dispensed with by an order passed by this Court in Company Summons for Direction No.487 of 2011 on 5th August, 2011. 4. Counsel appearing on behalf of the Petitioner Company stated that they have complied with all statutory requirements as per the directions of this Hon’ble Court and they have filed necessary affidavit of compliance in the Court. Moreover, Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 5. 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 the 2 shareholders and public. In paragraph 6 of the said Affidavit, it is stated that :- “6. That the Deponent further submits that the clause 6.5 of the scheme states that the difference in the recorded value of the net assets in the books of accounts of the Transferee Company over the aggregate recorded value of reserves in the books of accounts of the Transferee Company and after adjusting for cancellation of investment held by the Transferee Company in Transferor Company shall stand adjusted against reserves in the books of account of Transferee Company. In this connection it is submitted that the Reserve arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.” 6. So far as the aforesaid objection raised by the Regional Director is concerned, the Petitioner Company through its Counsel undertakes that that the reserve arising out of this Scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future. The said undertaking is accepted. 7. The Official Liquidator has filed his report 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. 8. 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. 3 9. Since the requisite statutory compliances have been fulfilled, Company Scheme Petition No.525 of 2011 is made absolute in terms of prayer clauses (a) to (h). 10. The Petitioner to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai, and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. The Petitioner Company to lodge a 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. 12. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Arrangement with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 13. Filing and issuance of the drawn up order is dispensed with. 14. All authorities concerned to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. DHARMADHIKARI, J) 4