1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.862 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1101 OF 2007 In the matter of the Companies Act, 1956 (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 and Arrangement of Lafarge India Holding Private Limited with Lafarge India Private Limited and their Respective Shareholders. Lafarge India Holding Private Limited …Transferor Company WITH COMPANY PETIITON NO 863 OF 2007 CONNECTED WITH COMPANY APPLICATION NO 1102 OF 2007 Lafarge India Private Limited ….Transferee Company Hemant Sethi i/by Hemant Sethi & Co. advocates for Petitioners Mr. S. Ramakantha Dy. OL in C.P No. 862 of 2007 Mr. C.J Joy with S.K Mohapatra for the Regional Director in both the Petitions. CORAM :A.M KHANWILKAR.J DATE:18th January 2008 P.C Heard learned counsel for parties. 1. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation and Arrangement of Lafarge India Holding Private Limited, the transferor Company with Lafarge India Private Limited, the transferee company and their Respective Shareholders . 2. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 2 3. The Regional Director has filed affidavit and has raised 2 contentions (1) that as per clause 8 of the Scheme, upon Sanction of this Scheme, the Authorised Share Capital of the transferee company shall automatically stand increased without any further or act or deed on the part of the transferee company and in this connection the transferee company may be directed to comply with the provisions of sections 94/97 read with Schedule X of the Companies act, 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary ROC fees and stamp duty as applicable on the said forms (2) That 99.99% of the shareholding of the transferor company is held by Financier Lafarge, France, a foreign entity and that the transferee company be directed to comply with RBI guidelines, if applicable in the matter. It is further stated that save as aforesaid the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 4. Mr. Sethi, the learned Counsel for the Petitioners state that in so far as first contention, the same was raised before the learned Single Judge in Company Petition No. 64 & 65 of 2007 and while dealing with the same vide order dated 11th April 2007 after considering the several Judgments of the High Court, the said objection was overruled. A similar view was taken in this by this Hon’ble Court in Company Petition No. 402 & 403 of 2007. Therefore there is no occasion for the payment of a separate set of fees. 5. In so far as second contention raised by the Regional Director, regarding compliance with RBI guidelines, Mr. Sethi, the counsel for the Petitioner states that requisite compliance of RBI to the extent required will be done. The said statement is accepted. 6. The Official Liquidator has filed report in Company Petition No 862 of 2007 stating that the affairs of transferor Company has been conducted in a proper manner. 7. Upon perusal of the entire 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 any 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 Petition Nos.862 of 2007 is made absolute in terms of prayer clause (a) and Company Petition No.63 of 2007 is made absolute in terms of prayer clause (a) to (d). 9. The Transferee Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, 3 payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 10. The Petitioners in both the Company Petitions to pay cost of Rs. 5000/- each to the Regional Director. Petitioner in Company Petition No.862 of 2007 to pay to the Official Liquidator, High Court, Bombay sum of Rs. 5000/-. Costs to be paid within 4 weeks from today. Petitioner to comply with all statutory compliances, applicable, if any. 11. Filing 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. (A.M Khanwilkar J)