IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.78 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1596 OF 2008 Guviso Holdings Private Ltd. … Petitioner/ Transferor Company AND COMPANY PETITION NO.79 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1597 OF 2008 MIRC Electronics Limited … Petitioner/ Transferee Company In the matter of Companies Act, 1956 (1 of 1956); And In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Amalgamation of Guviso Holdings Private Limited with MIRC Electronics Limited. Mr. Simil Purohit i/b Kanga & Company, Advocates for Petitioners 1 Mr. i/b S.K. Mohpatra for the Regional Director in both Petitions. Mr.S. Ramakantha, Dy. Official Liquidator in C.P. No. 78 of 2009. CORAM : A.M. KHANWILKAR J. DATE : 2nd May 2009 P.C. 1. Heard Learned Counsel for the parties 2. The sanction of the Court is sought under Section 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Guviso Holdings Private Limited, the Transferor Company with MIRC Electronics Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated the Petitioners 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 through their Counsel 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 his affidavit stating therein that the Scheme is not prejudicial to the interests of the Shareholders and public, and that the Transferor Company may be directed to file with the Reserve Bank of 2 India a copy of the Scheme alongwith a copy of the Order of this Hon’ble Court within the period of one month from the date of the Order. 5. The Official Liquidator has filed his Report in Company Petition No. 78 of 2009 stating therein that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interests of its members or to the public interest and that the Transferor Company may be ordered to be dissolved without winding up. 6. Upon perusal of the entire 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 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 interests of the shareholders, creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.78 of 2009 filed by Transferor Company is made absolute in terms of prayer Clauses (a) to (e) and Company Petition No. 79 of 2009 filed by Transferee Company is made absolute in terms of prayers (a) to (d). 3 8. The Transferee Company to lodge copy of this order with the Registrar of Companies, Maharashtra, Mumbai and also with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, payable, if any, on the same as also with Reserve Bank of India within 30 days of obtaining the authenticated and/or certified copy of this Order: 9. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. The Petitioner Company in Company Petition No. 78 of 2009 to pay cost of Rs.7,500/- to the Official Liquidator. Costs to be paid within four weeks from the date of Order. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order alongwith the scheme duly authenticated by Company Registrar, High Court, Bombay. (A.M. KHANWILKAR J.) 4