IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.463 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.582 OF 2009 MECS Enterprises Private Limited …Petitioner/ Transferor Company WITH COMPANY PETITION NO.464 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.583 OF 2009 MECS India Private Limited …Petitioner/Transferee Company IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of the Scheme of Amalgamation of MECS Enterprises Private Limited with MECS India Private Limited. Mr. Yogesh Adhia for the Petitioners Mr. P. Ramarao, Dy. Official Liquidator in C.P. No 463 of 2009. Mr. A. R. Varma and Mr. N. R. Prajapati i/b Mr. S. K Mohapatra for the Regional Director in both Petitions. CORAM : S. J. KATHAWALLA J DATE : 28th August 2009 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 MECS Enterprises Private Limited with MECS India Private Limited and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. 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 Regional Director has filed affidavit stating therein that save and except as stated in paragraph 6, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6, he has stated that the Transferor and Transferee Company have 100 % foreign holding. Hence, the both the Transferor and Transferee Companies may be directed to file a copy of the present Scheme of Amalgamation along with the order of this Court sanctioning the Scheme with the Reserve Bank of India within 30 days of passing the said order. 5. Both the said companies, i.e. the Transferor and Transferee company, have filed their respective Affidavits both dated 28th August 2009 stating that the foreign holding in both the Companies is not 100% and the correct holding is set out in Ex-B in Petition No.463 of 2009 and that in any event, the Transferee Company undertakes to file the present Scheme of Amalgamation along with the order of this Court sanctioning the Scheme with the Reserve Bank of India within 30 days from the date of the Order. The said undertaking is accepted. 2 6. The Official Liquidator has filed his report in Company Petition No.463 of 2009 stating that the affairs of Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved without winding up of the Company. 7. 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 and public and the Official Liquidator has stated in his report that the affairs of the Transferor Company have been conducted in a proper manner. 8. There is no objection to the Scheme, save and except as stated in paragraphs 4 and 5 hereinabove and since all the requisite statutory compliances have been fulfilled, both the Company Petitions are made absolute in terms of prayer clauses (a) to (g) of the respective Petitions. 9. The Transferee Company to lodge 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 adjudication of stamp duty, payable, if any, on the same within 30 days from the date of the Order 10. The Petitioner in Company Petition No.463 of 2009 to pay cost of Rs.7500/- each to the Regional Director and the Official Liquidator. The Petitioner in Company Petition No.464 3 of 2009 to pay cost of Rs. 7500/- to the Regional Director. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned Authorities to act on a copy of this Order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J) 4