IN THE HIGH COURT OF JUDICATURE AT BOMBAY NAGPUR BENCH, NAGPUR COMPANY PETITION NO.5 OF 2010 AND COMPANY APPLICATION NO. 7 OF 2010 IN THE MATTER OF NAGPUR FABRIFORGE PRIVATE LIMITED & METALFAB HIGHTECH PVT. LTD. WITH COMPANY PETITION NO.6 OF 2010 AND COMPANY APPLICATION NO. 8 OF 2010 IN THE MATTER OF METALFAB HIGHTECH PVT. LTD. Office Notes, Office Memoranda of Coram, Appearances, Courts orders or directions Court’s or Judge’s orders and Registrar’s orders. Mr. S.V.Sohoni, Advocate for applicants. Mr. S.K.Mishra, Asstt. Solicitor General of India for Regional Director (Western Region). Mr. Rakesh Tiwari, Official Liquidator in person. CORAM : SMT. VASANTI A. NAIK, J. DATED : SEPTEMBER 17, 2010. Heard learned counsel for the parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Nagpur Fabriforge Private Limited with Matalfab Hightech Private Limited and their respective shareholders and creditors. 3. The counsel appearing on behalf of the Petitioners has stated that he has complied with all requirements as per directions of this Court and he has filed the necessary affidavits of compliance in the Court. 4. The Counsel appearing on behalf of the Petitioners has stated that the Petitioners have filed Company Applications No.7 of 2010 and 8 of 2010 respectively for seeking the dispensation from holding meeting of the shareholders, secured creditors and unsecured creditors. Counsel appearing on behalf of the Petitioners has stated that pursuant to order dated 26.03.2010, this Court has granted the dispensation from holding the meeting of shareholders, secured and unsecured creditors. 5. The Regional Director has filed its report vide Affidavit dated 04.08.2010, and has expressed after going through the Scheme of Amalgamation that, the scheme is not prejudicial to the interest of creditors, shareholders and public and the Court may pass such order as it deems fit and proper. 6. Further, the Official Liquidator has filed its report to the Company Petition No.5 of 2010 filed by the Transferor Company vide Pursis dated 16.07.2010 and expressed that the affairs, so far of the Transferor Company is concerned have not been conducted in the manner prejudicial to the interest of its member/ creditors or to the public interest in terms of proviso to section 394 of the Companies Act, 1956, and prayed that the matter may kindly be decided on its merits. 7. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable. It neither violates any provisions of law nor is it contrary to any public policy. None have come forward to oppose the Scheme. Moreover, both the Regional Director and the Official Liquidator have stated in their respective reports that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and public in general. Hence, this Court orders as under : a) That all the property, rights and powers of the Transferor Company be transferred without further act, or deed to the Transferee Company and accordingly, the same shall pursuant to Section 394(2) of the Companies Act, 1956, be transferred to and vest in the Transferee Company for all the estate and interest of the Transferor Company therein, but subject to nevertheless to all charges now affecting the same. b) That all the liabilities and duties of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall be pursuant to Section 394(2) of the Companies Act, 1956, be transferred to and become the liabilities and duties of the Transferee Company. c) That all the proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company. d) That the Transferee Company do without further application allot to such member of the Transferor Company (as have not given such notice of dissent as is required by clause No.8 of the Scheme of Amalgamation or compromise or arrangement herein) the shares in the Transferee Company to which they are entitled under the said compromise or arrangement. e) That the Transferor Company do within 14 days after the date of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered the Transferor Company shall be dissolved without winding up and the Registrar of Companies shall place all documents relating to the Transferor Company and registered with him on the file kept by him in relation to the Transferee Company and the files relating to the said two companies shall be consolidated accordingly. f) That any person interested shall be at liberty to apply to the Court in the above matter for any directions that may be necessary. g) 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 of obtaining the certified copy and/ or an authenticated copy of the order ; 15. All authorities concerned to act on a copy of this Order duly authenticated by the Registrar. JUDGE RR.