IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.76 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.79 OF 2010 Fibre Spinners Private Limited … Petitioner/ First Transferor Company And COMPANY SCHEME PETITION NO.77 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.80 OF 2010 Rayon Agents Private Limited … Petitioner/ Second Transferor Company And COMPANY SCHEME PETITION NO.78 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.81 OF 2010 Pratiksha Properties Dealers Private Limited … Petitioner/ Third Transferor Company With COMPANY SCHEME PETITION NO.79 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.82 OF 2010 Man-Made Fibres Private Limited … Petitioner/ Transferee Company In the matter of the Companies Act, 1956 AND In the matter of Petitions under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN Fibre Spinners Private Limited (FSPL) Rayon Agents Private Limited (RAPL) and Pratiksha Properties Dealers Private Limited (PPDPL) … Transferor Companies AND Man-Made Fibres Private Limited (MMFPL) ...Transferee Company Mr. Naser Ali Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for Petitioner Mr. C J. Joy i/b Mr. S. K. Mohopatra for Regional Director in all the Petitions Mr. P. Ramarao, Official Liquidator present in Court in CSP No.76 of 2010 to 78 of 2010 CORAM: S. J. Kathawalla, J DATE: 09th April, 2010 PC: 1. Heard learned Counsel for parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation between Fibre Spinners Private Limited, the First Transferor Company, Rayon Agents Private Limited, the Second Transferor Company and Pratiksha Properties Dealers Private Limited, the Third Transferor Company and Man-Made Fibres Private Limited, the Transferee Company and their respective shareholders and creditors for the amalgamation of Fibre Spinners Private Limited, First Transferor Company, Rayon Agents Private Limited, Second Transferor Company and Pratiksha Properties Dealers Private Limited, Third Transferor Company with Man-Made Fibres Private Limited, the Transferee Company 3. Counsel appearing on behalf of the Petitioner Companies 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, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956, and the Rules made there under. The Undertaking is accepted. 4. The Regional Director has filed an Affidavit, inter alia, stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 3 5. The Official Liquidator has filed a report in Company Scheme Petition Nos.76 of 2010 to 78 of 2010 stating 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. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos.76 of 2010, Company Scheme Petition No.77 of 2010, Company Scheme Petition No.78 of 2010 and Company Scheme Petition No.79 of 2010 are made absolute in terms of prayer clauses (a) to (i) of the respective Petitions. 8. The Transferee Company 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 Petitioner Companies in all the Petitions to pay cost of Rs.7,500/- each to the Regional Director, Western Region, Mumbai, and the Petitioner Companies in Company Scheme Petition Nos.76 of 2010, 4 Company Scheme Petition No.77 of 2010 and Company Scheme Petition No.78 of 2010 to pay a sum of Rs.7,500/- each to the Official Liquidator, High Court, Bombay, towards his 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 duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 5