IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.117 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.107 OF 2009 HICKORY EXIM (INDIA) PRIVATE LIMITED …………Petitioner / First Transferor Company. COMPANY PETITION NO.118 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.108 OF 2009 CHESTNUT IMPEX PRIVATE LIMITED ……Petitioner / Second Transferor Company. COMPANY PETITION NO.119 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.109 OF 2009 SAHYADRI PACKAGING AND TIMBER INDUSTRIES PRIVATE LIMITED ……Petitioner / Third Transferor Company. COMPANY PETITION NO.120 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.110 OF 2009 MAPLE MOULDINGS PRIVATE LIMITED ……Petitioner / Transferee Company. 1 In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of HICKORY EXIM (INDIA) PRIVATE LIMITED and CHESTNUT IMPEX PRIVATE LIMITED and SAHYADRI PACKAGING AND TIMBER INDUSTRIES PRIVATE LIMITED with MAPLE MOULDINGS PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co ., for the Petitioners. Mr. M. Chandanamuthu, Dy. Official Liquidator in C.P. No. 117of 2009 to 119 of 2009. Ms. Neeta Masurkar and Mr. H. K. Vardhan i/b Mr. S.K. Mohapatra for Regional Director in all Company Petitions. 2 CORAM: A. M. Khanwilkar, J. DATE: 10th July, 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 In the matter of Scheme of Amalgamation of HICKORY EXIM (INDIA) PRIVATE LIMITED and CHESTNUT IMPEX PRIVATE LIMITED and SAHYADRI PACKAGING AND TIMBER INDUSTRIES PRIVATE LIMITED with MAPLE MOULDINGS PRIVATE LIMITED. 3. Counsel appearing on behalf of the Petitioners has 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, Petitioner Companies 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 his Affidavit inter alia, stating therein that save and except as stated in paragraph 6 it appears that the Scheme is not prejudicial to the interest of 3 shareholders public. However in paragraph 6 of the Affidavit, he has stated that as per Clause 11.2 of the Scheme, the difference, if any, of the value of assets over the value of liabilities of Transferor Company, shall be adjusted by Transferee Company to its Reserve Account. This appears to be not in consonance with Accounting Standard 14 which provide that the excess of assets over liabilities as reduced by the issue of capital shall be transferred to Amalgamation Reserve Account. 5. Mr. Ratanlal Dokania, Director of the Transeree Company has filed an Affidavit dated 7th July 2009 wherein it is stated that the said amount will be transferred to the Capital reserved Account of the Transferee Company. Accordingly, clause 11.2 of the scheme stand amended to the said extent. In view thereof , the Counsel appearing on behalf of the Regional Director does not have any objection to the scheme being sanctioned. 6. The Official Liquidator has filed report in Company Petition No.117 of 2009 to 119 of 2008 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved without winding up of the Company. 7. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of 4 any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.117 of 2009, 118 of 2009 and 119 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (j) and Company Petition No. 120 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (k). 9. The Petitioner Companies to lodge a copy of this order and the Scheme with duly authenticated by the Company Registrar High Court, (O.S.) Bombay, the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the order . 10. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and to the Official Liquidator in the Company Petitions Nos. 117 of 2009 to 119 of 2009 filed by the Transferor Companies. Costs to be paid within four weeks from today. 5 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J.) 6