1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION No. 289 of 2010 CONNECTED WITH COMPANY SUMMOMNS FOR DIRECTION No. 259 of 2010 Vintrol India Limited . .......Petitioner Company AND COMPANY SCHEME PETITION No. 290 of 2010 CONNECTED WITH COMPANY SUMMOMNS FOR DIRECTION No. 260 of 2010 Virgo Valves & Controls Limited., ......Petitioner Company 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 Amalgamation BETWEEN Vintrol India Limited . .... Transferor Company WITH Virgo Valves & Controls Limited., ........Transferee Company Roop M. Vasudeo, Advocate for Petitioner Company. Mr. C. J. Joy with P. Khosla instructed by Mr. S. K. Mohapatra for Regional Director in both the Petitions. Dr. T. Pandian Dy, Official Liquidator in CSP No. 289 of 2010 CORAM : S. J. Kathawalla, J. DATE: 30th September, 2010 P. C. : 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 the Vintrol India Limited, the Transferor Company with Virgo Valves & Controls Limited., the Transferee Company. 3. The Counsel appearing on behalf of the Petitioner Companies states 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 Company undertakes to comply with all the 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 stating therein that the scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his report, in Company Scheme Petition No. 289 of 2010 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 2 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 289 of 2010 is made absolute in terms of prayer clause (a) to (d) and Company Scheme Petition No. 290 of 2010 is made absolute in terms of prayer in clause (a) to (c). 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 this Order. 9. The Petitioner Companies in both Petitions to pay costs of Rs. 10,000/-each to the Regional Director, Western Region, Mumbai, and the Petitioner Company in Company Scheme Petition No. 289 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Mumbai. 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 the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 3