1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 161 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.68 OF 2010 MIPAK POLYMERS LIMITED..PETITIONER /TRANSFEROR COMPANY AND COMPANY SCHEME PETITION NO. 162 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.69 OF 2010 CLEAR PLASTICS LIMITED …PETITIONER /TRANSFEREE COMPANY IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTIONS 391 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SCHEME OF AMALGAMATION BETWEEN MIPAK POLYMERS LIMITED WITH CLEAR PLASTICS LIMITED MR.NIMISH PANDYA ,i/b PANDYA & CO ,ADVOCATE FOR PETITIONER. MR. P.RAMARAO ,OFFICIAL LIQUIDATOR, PRESENT IN C.S.P. NO. 161 OF 2010 MR.C.J.JOY WITH MR. ASHISH AGARWAL i/b. MR. S.K.MOHAPATRA & CO, FOR REGIONAL DIRECTOR IN BOTH PETITIONS CORAM: S. J. KATHAWALLA , J. DATE : 7TH MAY, 2010 2 PC: 1. Heard Learned Counsel for the parties. 2. The sanction of the Court has been sought under Sections 391 and 394,of the Companies Act, 1956, to the Scheme of Amalgamation between MIPAK POLYMERS LIMITED WITH CLEAR PLASTICS LIMITED . 3. The Counsel on behalf of the Petitioners has stated that they have complied with all requirements as per direction 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 thereunder. The undertaking is accepted. 4. The Regional Director has filed his affidavit 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 his report stating therein that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.161 of 2010 filed by the Transferor Company be made absolute in terms of prayer clauses (a) to (g) of the Petition and Company Scheme Petition No.162 of 2010 filed by the Transferee Company be made absolute in terms of prayer clauses (a) to (f) of the Petition. 7. The Petitioner Companies to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar , High Court ( O.S.) , 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. 8. The Petitioner Companies in both Petitions to pay costs of Rs.7,500/- each to the Regional Director ,Western Region, and the Petitioner in Company Scheme Petition No. 161 of 2010 to pay to the Official Liquidator , High Court, Bombay , a sum of 4 Rs.7,500/- towards his costs . Costs to be paid within four weeks from today. 9. Filing and issuance of the Drawn Up Order is dispensed with. 10. All authorities concerned to act on a copy of this order alongwith Scheme of Amalgamation, duly authenticated by the Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J.)