IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.685 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.671 OF 2009 SKG Power Ventures Private Limited … Petitioner/Transferor Company With COMPANY PETITION NO.686 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.672 OF 2009 Entegra Limited … Petitioner/Transferee Company In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of ENTEGRA LIMITED, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF MERGER BETWEEN SKG POWER VENTURES PRIVATE LIMITED … Transferor Company AND ENTEGRA LIMITED …Transferee Company Mr. Shiralkar a/w Sushant Chavan i/by M/s. Shiralkar & Co., for the Petitioners. Mr. C. J. Joy and Mr. D. A. Dube i/b Mr. S. K. Mohopatra for Regional Director in both the Petitions. Mr. P. Ramarao, Official Liquidator, present CORAM: S. J. Kathawalla, J DATE: 25th September, 2009 PC: 1. Heard learned Counsel for parties. 2. The affidavit of undertaking of Rekha Jagdale, Company Secretary of Entegra Limited, dated 24th September, 2009 is hereby taken on record and accepted. 3. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956, to a Scheme of Merger between SKG Power Ventures Private Limited, Transferor Company and Entegra Limited, the Transferee Company and their respective shareholders and creditors for the merger of SKG Power Ventures Private Limited, Transferor Company with Entegra Limited, Transferee Company. 4. Counsel appearing on behalf of the Petitioner Companies has stated that they 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 also undertake to 2 comply with all statutory requirements, if any, as required under the Companies Act, 1956, and the Rules made thereunder. 5. The Regional Director has filed Affidavit stating wherein save and except as stated in para 6 (i) and 6 (ii), it appears that the Scheme is not prejudicial to the interest of Shareholders and Public. So far as the observations made by the Regional Director in paragraph 6 (i) and (ii) of the Affidavit are concerned, the Transferee Company tendered an affidavit dated 24th September, 2009 of Rekha Jagdale, Company Secretary of the Petitioner/Transferee Company, wherein the Company has given an undertaking to take necessary remedial measures as available in the Companies Act, 1956 if the violations of any of the provisions of the Companies Act, 1956 are established. The learned counsel for the Regional Director does not press the objections in view of the undertakings given by the Transferee Company. 6. The Official Liquidator has filed report in Company Petition No.685 of 2009 stating that the affairs of Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. 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, save and except as stated in paragraph 6(i) and (ii) of his affidavit that the Scheme as proposed appears to be not prejudicial to the interest of Shareholders and the public and the 3 Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.685 and 686 of 2009 are made absolute in terms of prayer clauses (a) to (i) and however the Registrar of Companies and the Regional Director shall have liberty to take any legal actions as per the law in regard to the violations as mentioned in paragraph 6(i) and 6(ii) of the affidavit of the Regional Director. 9. The Transferee Company to lodge copy of this order and the scheme duly authenticated by the Company Registrar, High court, 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. 10. The Petitioner Companies in both the above Petitions to pay cost of Rs.7,500/- each respectively to the Regional Director and the Petitioner Company in Company Petition No.685 of 2009 to pay a sum of Rs.7,500/- to the Official Liquidator, High Court, Bombay towards cost. Costs to be paid within four weeks from the date of the order. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla, J) 4