IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.356 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.130 OF 2010 Popular Power Controls Private Limited . ………………........Petitioner WITH COMPANY SCHEME PETITION NO.357 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.133 OF 2010 Popular Switchgears Private Limited. ………………..............Petitioner In the matter of the Companies Act, 1956 And In the matter of Section 391 to 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation between Popular Power Controls Private Limited – Transferor Company and Popular Switch Gears Private Limited –Transferee Company and Their Respective Shareholders and Creditors under sections 391 to 394 of the Companies Act, 1956 Mr. Ganesh A. Badri, Advocate for the Petitioners. Mr. N.D. Sharma i/b S.K.Mohapatra for the Regional Director. Dr. T. Pandian, Dy. Official Liquidator present in Company Scheme Petition No. 356 of 2010. CORAM : S.J. KATHAWALLA, J. DATE : 30TH SEPTEMBER, 2010. 2 P.C.:- 1. Heard Learned Counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation between Popular Power Controls Private Limited, the Transferor Company and Popular Switch Gears Private Limited, the transferee Company and their respective shareholders and creditors under sections 391 to 394 of the Companies Act, 1956 3. Counsel appearing on behalf of the Petitioner states that the Petitioners have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with the statutory provisions if any, as required under the Companies Act, 1956 and the rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed his Affidavit stating that it appears that the Scheme does not appear to be prejudicial to the interest of the shareholders and the public. 5. The Official Liquidator has filed report in Company Scheme Petition No. 356 of 2010 stating that the affairs of Transferor Company have been conducted in a proper manner and that the Transferor Company be ordered to be dissolved. 6. From the 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 public policy. None of the parties concerned have come forward to oppose the Scheme. 7. Since all the statutory compliances have been fulfilled, both the Petitions are made absolute in terms of prayer clause (a) of the respective petition. 8. The Transferee Company to lodge a copy of this Order and the Scheme, duly authenticated by the Company Registrar, High Court, Bombay, with the 3 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. 9. Petitioner in both Petitions to pay costs of Rs. 10,000/- each to the Regional Director. Petitioner in Company Scheme Petition 356 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. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla, J)