-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO 398 of 2008 CONNECTED WITH COMPANY APPLICATION NO. 553 OF 2008 In the matter of Section 391 & 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation between Sempell Valves Private Limited and Forbes Marshall Private Limited and their Respective Shareholders Sempell Valves Private Limited….Petitioner Mr.Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioners Mr. S. Ramakantha Dy. OL. Ms Purnima Awasthi i/by S.K Mohapatra for the Regional Director. CORAM : S.A BOBDE .J DATE: 8TH AUGUST 2008 P.C: Heard learned counsel for parties. 1. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation between Sempell Valves Private Limited, Petitioner/ Transferor Company and Forbes Marshall Private Limited, the Transferee Company and their Respective Shareholders. The Petitioner is 100% subsidiary of the Transferee Company. 2. Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of -: 2 :- compliance in the Court. 3. The counsel appearing for the Regional Director states that the scheme is not prejudicial to the interest of members and creditors. 4. The Official Liquidator has filed report stating that the affairs of Petitioner Company has been conducted in a proper manner and that the Petitioner/Transferor company may be ordered to be wound up. 5. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clause (a). 7. The Petitioner Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 8. The Petitioner to pay cost of Rs. 7500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Cost to be paid within 4 weeks. Petitioner to comply with statutory compliances, applicable, if any. 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and scheme duly authenticated by Company Registrar, High Court, Bombay. ( S.A Bobde . J)