1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY PETITION NO 1020 OF 2008 CONNECTED WITH COMPANY APPLICATION 1603 OF 2008 In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement between Burgmann India Private Limited and Eagle Seals and Systems Exports Limited and Eagle Seals and Systems India Limited and their respective shareholders Burgmann India Private Limited…………………..Petitioner/ First Transferor Company AND COMPANY PETITION NO 1021 OF 2008 CONNECTED WITH COMPANY APPLICATION 1604 OF 2008 2 Eagle Seals and Systems Exports Limited……..Petitioner/ Second Transferor Company AND COMPANY PETITION NO 1022 OF 2008 CONNECTED WITH COMPANY APPLICATION 1605 OF 2008 Eagle Seals and Systems India Limited……..Petitioner/ Transferee Company Mr. Hemant Sethi i/b. Hemant Sethi & Co for the Petitioners. Ms. Usha Rahi i/b. Official Liquidator in Company Petition No 1020 of 2008 and 1021 of 2008 Mr. C.J.Joy with Mr. P. Khosla i/b S. K. Mohapatra for the Regional Director in all the petitions CORAM: S.C. DHARMADHIKARI J. DATE: 26TH FEBRUARY 2009 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 a Scheme of Arrangement (“Scheme”) of 3 Burgmann India Private Limited and Eagle Seals and Systems Exports Limited and Eagle Seals and Systems India Limited and their respective shareholders. 3. The Petitioners have complied with all the requirements as per directions of this Court. The Regional Director has filed his affidavit in reply and has stated that the Scheme is not prejudicial to public. The Official Liquidator has filed his report stating that the affairs of the Transferor Companies have been conducted in proper manner and that the Transferor Companies may be ordered to be wound up. 4. The Scheme appears to be fair and reasonable and 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. 5. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions are made absolute in terms of prayer of clause (a). 6. The Transferee Company to lodge a copy of this order and the scheme with the concerned Superintendent of stamps for the purpose of adjudication of stamp duty, payable, if any, on the same within 30 days 4 of obtaining the authenticated copy of this order. 7. The Petitioners in all the Companies to pay a cost of Rs 7,500/- each to the Regional Director. Petitioners in Company Petition No 1020 of 2008 and 1021 of 2008 to pay to pay cost of Rs 7,500/- each to the Official Liquidator. Costs to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 8. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S.C DHARMADHIKARI .J)