IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.90 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.33 OF 2009 In the matter of :- The Companies Act, 1956; And In the matter of Section 391 read with Section 394 of the Companies Act, 1956; And In the matter of SCHEME OF AMALGAMATION between M/s. P & R Automation Products Private Ltd. an existing Company incorporated under the Companies Act, 1956 and having its registered office at Patel Vanika, Western Express Highway, Goregaon (East), Mumbai –400 063. …Petitioner/ Transferor Company. With M/s. Patel Aluminium Private Ltd. an existing Company incorporated under the Companies Act, 1956 and having its registered office at Patel Vanika, Western Express Highway, Goregaon (East), Mumbai –400 063. …Petitioner/Transferee Company. M/s. P & R Automation Products Pvt. Ltd. ) a Company incorporated under the ) Companies Act, 1956 and having its ) Registered Office at Patel Vanika, ) Western Express Highway, Goregaon (East) ) Mumbai – 400 063. ) ….Petitioner/Transferor Co. AND COMPANY PETITION NO.91 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.34 OF 2009 M/s. Patel Aluminum Pvt. Ltd. ) A Company incorporated under the ) Companies Act, 1956 and having its ) Registered Office at Patel Vanika, ) Western Express Highway, Goregaon (East) ) Mumbai –400 063 ) ….Petitioner/Transferee Co. Mr. Karl Shroff i/by B. Amin & Co. for the Petitioner. Mr. M. S. Bhardwaj and Mr. P. Khosla i/b Mr. S. K. Mohapatra for the Regional Director. Mr. M. Chandanamuthu, Dy. Official Liquidator in Co. Petition No.90 of 2009. CORAM:- A. M. Khanwilkar J. DATE:- 19th June, 2009. PC: 1. Heard Learned Counsels for the Parties. 2 2. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Amalgamation of M/s. P & R Automation Products Pvt. Ltd., the Transferor Company with M/s. Patel Aluminium Private Ltd., the Transferee Company and their respective shareholders. 3. The Petitioners have complied with all the requirements as per direction of this Court and they have filed necessary Affidavit of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed Affidavit stating therein that the Scheme is not prejudicial to the interest of the creditors, shareholders and the public. So far as the objection of the Regional Director in his Affidavit in paragraph 6 is concerned, the Advocates of the Petitioner/Transferee Company on behalf of the Petitioner/Transferee Company undertake to absorb all the employees of the Transferor Company with the Transferee Company with effect from 1st April, 2008 with continuity of service. The said undertaking is accepted. 5. The Official Liquidator has filed report 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. 6. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions 3 of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of the shareholder, creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Company has been conducted in a proper manner. 7. There is no objection to the Scheme. Since all the requisite statutory compliances have been fulfilled, Company Petition No.90 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Petition No.91 of 2009 filed by the Petitioner/Transferee Company is made absolute in terms of prayer clauses (a) to (d). 8. The Petitioner Companies in both the Petitions to pay costs of Rs.7,500/- each to the Regional Director. The Petitioner Company in Company Petition No.90 of 2009 to pay costs of Rs.7,500/- 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 Authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar. 4 11. The Petitioner Company to lodge 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 from the date of filing of the order with concerned Registrar of Companies. (COMPANY JUDGE) 5