IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.39 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1649 OF 2008 In the matter of The Companies Act, 1956 ("the Act"); AND In the matter of Sections 391 to 394 the Act; AND In the matter of Warden Synplast Private Limited. AND In the matter of Scheme of Arrangement between Warden Synplast Private Limited (The Transferor Company) and The United Provinces Sugar Company Limited (The Transferee Company). Warden Synplast Private Limited ) a Company incorporated under the ) Companies Act, 1956 and having its n ) Registered Office at 4, Garden Apartments, ) 1 Worli Seaface (North) Mumbai 400 030 ) … ... Petitioner Mr. Cyrus Ardeshir i/b Desai Desai Carrimjee & Mulla, Advocates for the Petitioner. Mr. C. J. Joy i/b Mr. S. K. Mohopatra for the Regional Director. Mr. S. Ramakantha Deputy Official Liquidator present. CORAM : A. M. Khanwilkar, J Dated : 2nd May, 2009 P. C. 1. The Petitioner is the Transferor Company and seeks the sanction of this Court to its Amalgamation with The United Provinces Sugar Company Limited, the Transferee Company, as per the proposed Scheme of Amalgamation. 2. The Counsel appearing on behalf of the Petitioner has stated that they have complied with all statutory requirements as per the directions of this Court and they have filed the necessary Affidavit of Service in the Court. The Counsel further submits that the registered office of the Transferee Company is situated in the State of West Bengal and a petition was filed by the Transferee Company in the High Court of Calcutta for sanctioning of the Scheme. It is submitted that the Calcutta High Court has sanctioned the Scheme vide its order dated 7th April 2009. 2 3. The Regional Director has filed an affidavit stating that the scheme is not prejudicial to the interest of the shareholders and public 4. The Official Liquidator has filed his report stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 5. 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 that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public and the Official Liquidator has stated that affairs of the Transferor Company have been conducted in a proper manner. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, the Company Petition is made absolute in terms of prayers (a) to (g). 7. The Petitioner Company to lodge a copy of this order and the scheme with the concerned Superintendent of Stamps 3 for the purpose of 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 Company to pay the costs of Rs.7500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All concerned authorities to act on a copy of this order duly authenticated by the Company Registrar, High Court, Bombay. COMPANY JUDGE 4