1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 488 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 280 OF 2010 RUCHIR ALLOYS PRIVATE LIMITED) Petitioner/Transferor Company COMPANY SCHEME PETITION NO. 489 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 281 OF 2010 TRISTAR BEVERAGES PRIVATE LIMITED) Petitioner/ Transferor Company COMPANY SCHEME PETITION NO. 490 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 282 OF 2010 VAIBHAV LEASORS & DISTRIBUTORS PRIVATE LIMITED) Petitioner/ Transferor Company COMPANY SCHEME PETITION NO. 491 OF 2010 CONNECTED WITH 2 COMPANY SUMMONS FOR DIRECTION NO. 283 OF 2010 KANTI BEVERAGES 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 RUCHIR ALLOYS PRIVATE LIMITED, TRISTAR BEVERAGES PRIVATE LIMITED, VAIBHAV LEASORS & DISTRIBUTORS PRIVATE LIMITED WITH KANTI BEVERAGES PRIVATE LIMITED Ms. Mrunali Panchal i/b M/s. Halai & Co., Advocate for Petitioners in all Petitions. Dr. T. Pandian, Official liquidator present in CSP Nos. 488 of 2010 to 490 of 2010 Ms. Purnima Awasthi i/b Mr. H. P. Chaturvedi, Regional Director in all Petitions. CORAM: S. C. Dharmadhikari, J DATED: 28TH JANUARY, 2011 3 1. Heard learned Counsel for parties. 2. The Sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Ruchir Alloys Private Limited, Tristar Beverages Private Limited and Vaibhav Leasors & Distributors Private Limited, Transferor Companies with Kanti Beverages Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliances in the Court. Moreover, the Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies, Act, 1956 and the rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed his 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 Shareholders and Public. In paragraph 6 of the said Affidavit it is stated that: - 4 “That the Deponent further submits that, the Scheme Petitions may be considered by this Hon’ble High Court subject to the condition that Transferee Company shall alter the Object Clause of its Memorandum of Association so as to enable the said Company to carry on the business so far carried out by the Transferor Company No. 1 and 3 also, before giving effect to the Scheme. The Transferee Company may further be directed to comply with the provisions of Section 17 read with Section 18 and 40 of the Companies Act, 1956 in respect of passing of Special Resolution registering the same with Registrar of Companies and filing of amended copy of the Memorandum of Association so altered before giving effect to the Scheme.” 5. In reply to the query raised by the Regional Director, the Petitioner/ Transferee Company through its counsel undertake that it shall alter the Object Clause of its Memorandum of Association so as to enable it to carry on the business so far carried out by the Transferor Company No. 1 and 3 also, before giving effect to the Scheme. The Transferee Company further undertakes that it will comply 5 with the provisions of Section 17 read with Section 18 and 40 of the Companies Act, 1956 in respect of passing of Special Resolution registering the same with Registrar of Companies and filing of amended copy of the Memorandum of Association so altered before giving effect to the Scheme. Both the said undertakings are accepted. 6. The Official Liquidator has filed his Report in Company Scheme Petition Nos. 488, 489 and 490 of 2010 stating that the affairs of Transferor Companies have been conducted in a proper manner and that the Transferor Companies 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 Nos. 488 of 2010 to 491 of 2010 are made absolute in terms of prayer clauses (a) to (j) of respective Petition. 6 9. The Transferee Company to lodge 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. 10. The Petitioners Companies in all the above Petitions to pay costs of Rs.10,000/- each to the Regional Director and the Petitioner Companies in Company Scheme Petition Nos.488 of 2010 to 490 of 2010 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the order. 11. Filling and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this Order duly authenticated by Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J)