IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 774 OF 2008 IN COMPANY APPLICATION NO. 995 OF 2008 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956 AND IN THE MATTER of HITKARI FIBRES LIMITED AND IN THE MATTER of the Scheme of Amalgamation of SRM ENERGY PRIVATE LIMITED With HITKARI FIBRES LIMITED HITKARI FIBRES LIMITED ... Petitioner Mr. Yogesh Adhia for the Petitioner Mr.Purnima Awasthi with Ms.Lata Patwe i/b. Mr. S. K Mohapatra for the Regional Director. CORAM : A. M. Khanwilkar .J DATE : 10th October 2008 P.C.: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of SRM Energy Private Limited with Hitkari Fibres Limited. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. The Petitioner Company also undertakes to comply with all other statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 4. The above named Petitioner company is the Transferee Company. The Counsel for the Petitioner submits that the Transferor Company, namely, SRM Energy Private Limited has its registered office at New Delhi and that the Petition filed by the said Company is pending before the High Court at New Delhi. 5. The Regional Director has filed affidavit and has stated that the Scheme is not prejudicial to the interest of Creditors and shareholders. So far paragraph 6 of the said affidavit it concerned, the Transferee Company undertakes to comply with the provisions of Section 21 of the Act in respect of filing of the necessary forms with the Registrar of Companies. The undertaking is accepted. 6. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the scheme. Moreover, the Regional Director has stated the Scheme proposed is not prejudicial to the interests of the shareholders, creditors and public. 7. There is no objection to the Scheme and except as stated in paragraph 5 herein, since all the requisite statutory compliances have been fulfilled, Company Petition No. 774 of 2008 is made absolute in terms of prayer clauses (a) to (g) of the Petition, subject however to the Order sanctioning the Scheme being passed by the High Court at Delhi. 8. The Petitioner Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 9. The Petitioner to pay cost of Rs. 7500/- to the Regional Director. Costs to be paid within 4 weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned Authorities to act on a copy of this Order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J)