IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 298 OF 2011. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 254 OF 2011. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of CG CAPITAL AND INVESTMENTS LIMITED with CROMPTON GREAVES LIMITED CG CAPITAL AND INVESTMENTS LIMITED ............Petitioner /Transferor Company. Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners. Mr. C. J. Joy i/b Mr. S.K. Mohapatra for Regional Director. Dr. T. Pandian, Official Liquidator present. CORAM: S. C. Dharmadhikari, J. DATE: 20th August, 2011 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 CG CAPITAL AND INVESTMENTS LIMITED, the Transferor Company with CROMPTON GREAVES LIMITED, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Company states that the Transferor Company is a wholly owned subsidiary of the Transferee Company. He has further stated that in view of 1 the Judgment in the case of Mahaamba Investments Limited v/s IDI Limited [(2001) 105 Company Cases] page 16 to 18, filing of separate Application and Petition of the Transferee Company has been dispensed with by order dated 29th April, 2011 passed by this Court in Company Summons for Direction No. 254 of 2011. 4. Counsel appearing on behalf of the Petitioners further states 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, Petitioner Companies 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. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraphs 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:- “6 That the Dependent further submits that, in Clause 15 (c) of the Scheme, it is stated that any excess/deficit amount will be adjusted by the Transferee Company in its General Reserve/Profit & Loss Account. In this connection it is respectfully submitted that the Reserve arising out of this scheme shall be treated as ‘Capital Reserve’ instead of ‘General Reserve’. 6. So far as content of paragraph 6 of the Regional Director’s Affidavit is concerned, the Petitioner Company through its counsel undertake that the Reserve arising out of this scheme 2 shall be treated as ‘Capital Reserve’ instead of ‘General Reserve’. The said undertaking is accepted. 7. The Official Liquidator has filed a report stating that the affairs of the Petitioner Company have been conducted in a proper manner and that the Petitioner Company may be ordered to be dissolved. 8. 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. 9. Since all the requisite statutory compliances have been fulfilled, the Company Petition is made absolute in terms of prayer clauses (a) to (c) of the Petition. 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 purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 11. The Petitioner to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Official Liquidator, High Court, Bombay. 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 the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J.) 3