IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 500 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 533 OF 2009. Wella India Haircosmetics Private Limited … Petitioner/ Transferor Company WITH COMPANY PETITION NO. 501 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 534 OF 2009. Gillette Group India Private Limited … Petitioner/ Transferee Company In the matter of the Companies Act, 1956; AND In the matter of Section 391 and 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Wella India Haircosmetics Private Limited With Gillette Group India Private Limited Ms. Alpana Ghone i/b Mustafa Motiwala for the Petitioner Company Mr. R. Ramarao, Official Liquidator in C.P. No.500 of 2009. Ms. Purnima Awasthi i/b Mr. S.K. Mohapatra for Regional Director in the Company Petition. Coram: S. J. Kathawalla J. Date: 18th September, 2009 PC: 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 Wella India Haircosmetics Private Limited, the Transferor Company with Gillette Group India Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Company has stated that they have complied with all requirements as per directions of this court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed Affidavit stating that save and except as stated in paragraph 6 (a) and 6 (b), it appears that the scheme is not prejudicial to the interest of the shareholders and public. The Paragraph 6 of the said Affidavit reads thus: a. The Transferee Company is a Non Banking Finance Company. Hence the Transferee Company maybe directed to file a copy of the scheme along with the copy of this Court’s order on this petition within 30 days from the date of the order, with the RBI. b. As per Clause 14 of the Scheme the name of the Transferee Company is to be changed to “Wella India Haircosmetics Private 2 Limited”. In this connection the Transferee Company may be directed to comply with the provisions of Sections 20 and 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 subject to availability of the same, by the Registrar of Companies under the computerized MCA 21 System allotting the names, it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai.” 5. The Counsel for Petitioners tendered an affidavit of Mr. Prashant Bhatnagar, who is a director of the Transferee Company, in reply to the above mentioned objection raised by the Regional Director. So far as objection of the Regional Director as mentioned in paragraph 6 (a) of his Affidavit is concerned, the Transferee Company has given an undertaking to file a copy of the scheme along with the copy of the Order of this Court in this Petition within 30 days from the date of the Order with the Reserve Bank of India. The undertaking is accepted. 6. As regards the objection of the Regional Director as mentioned in paragraph 6 (b) of his Affidavit is concerned, the Transferee Company has given an undertaking to comply with the provisions of Sections 20 & 21 of the Companies Act, 1956 for changing the name of the Transferee Company to Wella India Haircosmetics Private Limited, subject to the availability of the name at the time of filing such application before the Registrar of Companies. 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. 3 8. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the scheme. 9. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.500 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (g) and Company Petition No.501 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (f). 10.The Petitioner Company 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 purposes of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 11.The Petitioners in both the Petitions to pay cost of Rs.7,500/- each to the Regional Director and the Petitioner in Company Petition No.500 of 2009 to pay to the Official Liquidator, High Court, Bombay a sum of Rs.7,500/- towards his cost. Costs to be paid within four weeks from today. 12.Filing and issuance of the drawn up order is dispensed with. 13.All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 4