IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.760 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.655 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter Fibre Shells Limited; And In the matter of Scheme of Amalgamation of Fibre Shells Limited with Fibre Foils Limited and their respective shareholders and creditors. Fibre Shells Limited …Petitioner / Transferor Company WITH COMPANY PETITION NO.761 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.656 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter Fibre Foils Limited; And In the matter of Scheme of Amalgamation of Fibre Shells Limited with Fibre Foils Limited and their respective shareholders and creditors. Fibre Foils Limited …Petitioner / Transferee Company Mr. Ashish Parwani i/b Rajani Associates for both the Petitioners. Mr. P.Ramarao, Official Liquidator, in CP No.760 of 2009. Mr. D. A. Dubey and Ms. Purnima Awashti i/b Mr. S.K. Mohopatra for the Regional Director in both the Petitions. CORAM: Dr. D.Y.Chandrachud, J. DATE: 18th December, 2009 1 P.C.:- 1. Heard learned counsel for the Parties. 2. The sanction of this Hon’ble Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Fibre Shells Limited with Fibre Foils Limited and their respective shareholders and creditors. 3. Counsel appearing on behalf of both the Petitioners has stated 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, both the Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein paragraph (vii) of the said Affidavit that the Scheme is not prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed a Report in Company Petition Nos.760 of 2009 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and the Transferor Company may be ordered to be dissolved. 6. 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 Public Policy. None of the Parties concerned have 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 2 and public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.760 and 761 of 2009 filed by the Transferor Company and the Transferee Company respectively are made absolute in terms of prayer clauses (a) to (g) of the respective Petitions. 8. Both the Petitioner Companies to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court 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. 9. The Petitioners in both the Company Petitions to pay cost of Rs.7500/- each to the Regional Director. Petitioner in the Company Petition Nos.760 of 2009 filed by the Transferor Company to pay a sum of Rs.7500/- to the Official Liquidator towards its costs. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this Order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (Dr. D.Y. Chandrachud, J.) 3