1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 533 OF 2009 Connected with COMPANY APPLICATION NO. 72 OF 2009 PATSON ELASTOMERS PRIVATE LIMITED ….Petitioner (Transferor Company) AND COMPANY PETITION NO. 534 OF 2009 Connected with COMPANY APPLICATION NO. 73 OF 2009 RAYAT PLANTATIONS 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 Patson Elastomers Private Limited with Rayat Plantations Private Limited. 2 Mr. Satyan S. Israni, Advocate for the Petitioner in both the Petitions. Mr. C.J. Joy, i.b/ S. K. Mohopatra, for the Regional Director in both the Petitions. Dr. T. Pandian, Dy. Official Liquidator present in CP No. 533 of 2009. CORAM: S. J. VAZIFDAR, J. DATED: 16th July, 2010 P.C. 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956, to the Scheme of Amalgamation between Patson Elastomers Private Limited, the Transferor Company with Rayat Plantations Private Limited, Transferee Company. 3. The Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per direction of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertakings are accepted. 4. The Regional Director has filed Affidavit dated 9th June, 2010 stating therein that save and except para 6 of the said Affidavit, the Scheme does not appear to be prejudicial to the interest of the Creditors, the Shareholders and the Public. 3 5. The Regional Director has made the following three observations at para 6 of his Affidavit dated 9th June, 2010: i. The authorized share capital of the transferee company is fully utilized. For allotment of new shares to the shareholders of the Transferor Company, the Transferee Company has to increase its Authorised Capital subject to compliance of Section 94/97 read with Schedule X of the Companies Act, 1956. ii. 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 18 read with section 40 of the Act and to file amended copy of Memorandum of Association along with Form No. 21 with the Registrar of Companies. iii. Under Section 394(1)(b)(iv) of the Companies Act, 1956, Transferor Company can be dissolved without winding up. However, Clause 3.16 of the Scheme provides for “the dissolution of the Transferor Company (PEPL) with winding up”. This may be corrected suitably before giving effect to the Scheme, subject to the approval by this Hon’ble High Court. 6. So far as the observation in para 6(i) of the Affidavit of the Regional Director is concerned, the Counsel on behalf of the Petitioner Companies undertakes that the Authorised Capital of the Transferee Company shall be increased only in 4 compliance with Section 94/97 read with Schedule X of the Companies Act, 1956. The said undertaking is accepted. 7. So far as the observation in para 6(ii) of the Affidavit of the Regional Director is concerned, the Counsel on behalf of the Petitioner Companies undertakes that the Transferee Company shall comply with section 18 read with section 40 of the Companies Act and file the amended copy of Memorandum of Association along with 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. 8. So far as the observation in para 6(iii) of the Affidavit of the Regional Director is concerned, the Counsel on behalf of the Petitioner Companies seeks leave of this Hon’ble High Court to amend the word ‘with’ in Clause 3.16 of the Scheme with the word ‘without’. The leave to amend is granted. Amendment to be carried out within two weeks from today. 9. The Official Liquidator has filed his report stating 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. 10. 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 5 public policy. None of the parties concerned have come forward to oppose the Scheme. 11. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 533 of 2009 filed by the Transferor Company is made absolute in terms of prayers (a) to (m) and Company Petition No. 534 of 2009 filed by the Transferee Company is made absolute in terms of prayers (a) to (m). 12. The Transferee Company to lodge copy of this order and the Scheme 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. 13. The Transferor Company to pay costs of Rs. 10,000/- each to the Official Liquidator and the Regional Director. The Transferee Company to pay costs of Rs. 10,000/- to the Regional Director. Costs to be paid within four weeks from today. 14. Filing and issuance of the drawn up order is dispensed with. 15. 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. VAZIFDAR, J.)