1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 720 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 731 OF 2010 Racold Thermo Limited [formerly known as Merloni Termosanitari (India) Limited) .....................Petitioner/Transferor Company AND COMPANY SCHEME PETITION NO 721 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 732 OF 2010 Ariston Thermo India Limited [formerly known as Merloni Termosanitari SSP Limited] ...........Petitioner/Transferee Company In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Racold Thermo Limited [formerly Merloni TermoSanitari (India) Limited] (Transferor Company) with Ariston Thermo India Limited [formerly Merloni TermoSanitari SSP Limited] (Transferee Company) and their respective shareholders. Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners. Dr. T. Pandian Dy. Official Liquidator, present in Company Scheme Petition No. 720 of 2010. Ms. J.N Pandhi i/b Mr. H.P. Chaturvedi for Regional Director in both the Petitions. 2 CORAM: S.J. VAZIFDAR, J DATE: 25TH MARCH 2011 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Racold Thermo Limited [formerly known as Merloni Termosanitari (India) Limited] (‘the Transferor Company’) with Ariston Thermo India Limited [formerly known as Merloni Termosanitari SSP Limited] (‘the Transferee Company’) and their respective shareholders 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake 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 paragraph 6(a) and 6(b) of the said affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and (b) of the said Affidavit, the Regional Director has stated that: (a) As per clause 7 of the scheme the name of the Transferee Company is proposed to be changed to “Racold Thermo Limited”. In this connection Transferee Company may be directed to comply with the provisions of section 21 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 System of allotting the names, it is systematically not possible to reserve the names. Therefore, the 3 name if available at the time of filing of such application, shall be made available by the Registrar of Companies. (b) The shares (99.99%) of the Transferor Company is held by Foreign Body Corporate. Hence for allotment of new shares by the Transferee Company, the Transferee Company may be directed to comply with RBI/FEMA Regulations in this regard. 5. In so far as observations made in paragraph 6(a) and 6(b) of the said Affidavit is concerned, he Petitioner/Transferee Company through their Counsel undertakes that the Transferee Company will comply with the relevant provisions of Section 21 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and that proposed new name will be allowed subject to availability of the same, by the Registrar of Companies. The Petitioner/Transferee Company further undertakes to comply with relevant provisions of RBI/FEMA Regulations in respect of allotment of new shares by the Transferee Company. The said Undertaking are accepted. 6. 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. 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 Company Scheme Petition No 720 of 2010 is made absolute in terms of prayer clause (a) of the Petition and Company Scheme Petition No. 721 of 2010 is made absolute in terms of prayer clause (a) of the Petition. 4 9. The Petitioners 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. 10. The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director and Petitioner in Company Scheme Petition Nos. 720 of 2010 to pay costs of Rs. 10,000/- to the Official Liquidator. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. 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.J. VAZIFDAR, J)