IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.638 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.581 OF 2010 RAJESH RAJEEV INVESTMENTS PRIVATE LIMITED ….Petitioner (Transferor Company No.1) AND COMPANY SCHEME PETITION NO.639 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.582 OF 2010 C. P. PLASTICS PRIVATE LIMITED ….Petitioner (Transferor Company No.2) WITH COMPANY SCHEME PETITION NO.640 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.583 OF 2010 PROLINE EXPORTS PRIVATE LIMITED ….Petitioner (Transferee Company) In the matter of the Companies Act, 1956 AND In the matter of Sections 391 and 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation between the Rajesh Rajeev Investments Private Limited AND C. P. Plastics Private Limited WITH Proline Exports Private Limited 2 Mr. Satyan S. Israni, Advocate for the Petitioners in all the Petitions. Mr. C. J. Joy i/b. H. P. Chaturvedi, for Regional Director in all Petitions. Dr. T. Pandian, Official Liquidator, present in CSP No. 638 of 2010 and 639 of 2010. CORAM: S. J. KATHAWALLA, J. DATED: 24th June, 2011 P.C.: 1. Heard Counsel for parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Rajesh Rajeev Investments Private Limited, the Transferor Company No.1 and C. P. Plastics Private Limited, the Transferor Company No.2 with Proline Exports Private Limited, the Transferee Company. 3. The Counsel appearing on behalf of the Petitioners have 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 the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, it 3 appears that the Scheme is not prejudicial to the interest of shareholders and the public. 5. In paragraph 6 of the said Affidavit, it is stated that:- “That the Deponent further submits that, Clause 3.15 of the Scheme deals with change in Main Objects of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be directed to comply with section 40 read with section 18 of the Companies Act, 1956 and to file amended copy of Memorandum of Association alongwith Form No.21 with the Registrar of Companies.” 6. As far as the observation in paragraph 6 of the said Affidavit is concerned, the Counsel on behalf of the Petitioner Companies undertakes that the Transferee Company shall comply with the provisions of Section 40 read with Section 18 of the Companies Act, 1956 and shall file an amended copy of the Memorandum of Association alongwith Form No.21 with the Registrar of Companies in connection with the change in Main objects of the Transferee Company. The said undertaking is accepted. 7. The Official Liquidator has filed his report in Company Scheme Petition Nos.638 of 2010 and 639 of 2010, stating that the affairs of the Transferor Companies have been conducted in a proper 4 manner and that the Transferor Companies may be ordered to be dissolved. 8. From the material placed 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. 9. Since all the requisite statutory compliance have been fulfilled, Company Scheme Petition Nos.638 of 2010 and 639 of 2010 filed by the Transferor Companies are made absolute in terms of prayers (a) to (k) and Company Scheme Petition No.640 of 2010 filed by the Transferee Company is made absolute in terms of prayers (a) to (k). 10. The Transferee 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. 11. The Petitioner Companies in all Petitions to pay costs of Rs.10,000/- each to the Regional Director and the Petitioner Companies in Company Scheme Petition No.638 of 2010 and 639 of 5 2010 to pay costs of Rs.10,000/- to the Official Liquidator. 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 alongwith the Scheme, duly authenticated by the Company Registrar, High Court, Bombay. (S. J. KATHAWALLA, J.)