1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 91 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 44 OF 2011 HAZIRA MARINE ENGINEERING AND CONSTRUCTION MANAGEMENT PRIVATE LIMITED .....Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 92 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 45 OF 2011 SAIPEM DRILLING COMPANY PRIVATE LIMITED ……Petitioner / Transferee Company In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of HAZIRA MARINE ENGINEERING AND CONSTRUCTION MANAGEMENT PRIVATE LIMITED with SAIPEM DRILLING COMPANY PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co. Advocate for the Petitioner in both Petition. Dr. T. Pandian, Official Liquidator, present in CSP No. 91 of 2011 2 Ms. Jyotsna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. CORAM: S. J. VAZIFDAR, J. DATE: 29th April, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation of HAZIRA MARINE ENGINEERING AND CONSTRUCTION MANAGEMENT PRIVATE LIMITED with SAIPEM DRILLING COMPANY PRIVATE LIMITED and their respective Shareholders under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraphs 6 of the said affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. 3 5. The Counsel appearing for the Regional Director has drawn my attention to paragraph 6 of the affidavit of the Regional Director in which it is stated that: “That the Deponent further submits that, whole of the paid up equity share capital of the Transferor and Transferee Company are held by foreign body corporate. Hence while allotting the shares by Transferee Company to the shareholders of the Transferor Company, pursuant to the Scheme, Transferee Company may be directed to comply with FEMA/RBI Regulations in this regard.” 6. With reference to the aforesaid observations of the Regional Director, the Petitioner / Transferee Company undertakes to comply with FEMA/RBI Regulations in respect of allotment of Shares to foreign body corporate shareholders of the Transferor Company. The said undertaking is accepted. 7. The Official Liquidator has filed his report in Company Scheme Petition No.91 of 2011 stating therein 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. 8. From the 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 public policy. None of the parties concerned has come forward to oppose the Scheme. 4 9. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.91 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (j) and the Company Scheme Petition No.92 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 10. 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. 11. The Petitioners in the Company Scheme Petitions Nos. 91 of 2011 and 92 of 2011 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No. 91 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. ( S. J. VAZIFDAR, J. )