-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.405 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.569 OF 2008 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Maccaferri Environmental Solutions Private Limited, a company incorporated under the Companies Act, 1956 and having its Registered office at D-40, MIDC Ranjangaon, Taluka Shirur, Pune-- 441 220, Maharashtra. And In the matter of Scheme of Amalgamation of Sargon Geosynthetics Limited with Maccaferri Environmental Solutions Private Limited Maccaferri Environmental Solutions ) -: 2 :- Private Limited, a company incorporated) under the Companies Act, 1956 and ) having its Registered office at D-40, ) MIDC Ranjangaon, Taluka Shirur, ) Pune--441 220, Maharashtra. ): Petitioner/ Transferee Company ... Mr.Vikram B. Trivedi with Mr.Sunil Tilokchandani and Ms Purvi Doctor i/b. M/s.Manilal Kher Ambalal & Co., for the Petitioner Company. Mr.C.J.Joy and Mr.D.A.Dube i/b. S.K. Mohapatra for Regional Director. ... Coram : S.A. Bobde, J. Date : 26th September, 2008. P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought to the Scheme of Amalgamation of Sargon Geosynthetics Limited, the Transferor Company, with Maccaferri Environmental Solutions Private Limited, the Transferee Company, under section 391 to 394 of the Companies Act, 1956. 3. This Company Petition No.405 of 2008 has been filed -: 3 :- by Maccaferri Environmental Services Private Limited, the Transferee Company. Counsel for Petitioner Company submits that the registered office of the Transferor Company is situated at Gurgaon, Haryana and that the Petition filed by the Transferor Company is pending before the Punjab & Haryana High Court. Hence, the sanction of this Court is sought subject to the order of the Punjab & Haryana High Court in the Company Petition No.103 of 2008 filed by the Transferor Company in the said Court. 4. Counsel appearing on behalf of the Petitioner Company states that Petitioner Company has complied with all the statutory requirements as per direction of this Court and they have filed necessary Affidavits of compliance in Court. Moreover, Petitioner Company also undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made thereunder. 5. Upon perusal of the entire material placed on records, 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 has come forward to oppose the scheme. -: 4 :- 6. No creditor of the Petitioner Company has filed an affidavit objecting the Scheme of Amalgamation. 7. The notice of Petition was also given to Regional Director who after having obtained report from the Registrar of Companies and examining the Scheme has filed an affidavit stating that the Scheme is not prejudicial to the interest of creditors and shareholders and public. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.405 of 2008 filed by the Petitioner/Transferee Company is made absolute in terms of prayer clauses (a) to (h). The Scheme is sanctioned subject to the order to be passed by the Punjab and Haryana High Court in the Petition filed by the Transferor Company. 9. The Petitioner 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 of order. 10. The Petitioner Company has to pay the cost of Rs.7,500/- to the Regional Director within the four weeks -: 5 :- from the date of order. 11. Filing and issuance of drawn up order is dispensed with. 12. All the authorities concerned are directed to act on a copy of this order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.A. Bobde, J.)