IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.607 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.703 OF 2009 BG-DAE-LIN Electronics Private Limited …………Petitioner / Transferor Company. In the matter of Sections 391 to 394 the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of BG-DAE-LIN Electronics Private Limited (“the Transferor Company”) with BG LI-IN Electricals Private Limited (“the Transferee Company”) and their Respective Shareholders and Creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioner. Mr. P. Rama Rao Official Liquidator present . Mr. D. A. Dubey i/b Mr. S.K. Mohapatra for Regional Director. CORAM: S. J. Kathawalla, J. DATE: 1st October, 2009 PC: 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 of BG-DAE-LIN Electronics Private Limited with BG LI-IN Electricals Private Limited and their respective Shareholders and Creditors. 3. The Petitioner which is the Transferor Company is the wholly owned subsidiary of the Transferee Company. By the order dated 2nd July, 2009 passed by this Court in Company Application No.703 of 2009, the filing of separate Application and Petition by the Transferee Company was dispensed with in view of the judgement of this Court in Mahaamba Investment Limited v/s. IDI Limited (2001) 105 Company Cases, pages 16 to 18. Hence no separate Petition was filed by BG LI-IN Electricals Private Limited, the Transferee Company. 4. Advocate appearing on behalf of the Petitioner has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of 2 compliance in the Court. Moreover, Petitioner Company also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. 5. The Regional Director has filed Affidavit stating that the scheme does not appear to be prejudicial to the interest of shareholders and public. 6. The official liquidator has filed report in Company Petition No.607 of 2009 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. 7. 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. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 3 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.607 of 2009 filed by the Petitioner Company is made absolute in terms of prayer (a) to (d). 9. The Petitioner Company to lodge a 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 Company to pay costs of Rs.7,500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 4