IN THE HIGH COURT JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.762 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.888 OF 2008 In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of Microsynth Fabrics (India) Limited, And In the matter of the Scheme of Amalgamation of Microsynth Fabrics (India) Limited into JBF Industries Limited. Microsynth Fabrics (India) Limited … Petitioner / Transferor Company With COMPANY PETITION NO.763 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.889 OF 2008 JBF Industries Limited …. Petitioner / Transferee Company Mr. Ashish Kamat i/b M/s Crawford Bayley & Co. Advocates for the Petitioners. Ms. Heena Shah i/b Mr. S. K. Mohapatra for Regional Director in both the Petitions. Mr. S. Ramakantha, Dy. Official Liquidator present CORAM: A. M. Khanwilkar J. DATE: 23 rd October 2008 PC: 1. Heard learned Counsel for parties. 1 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Microsynth Fabrics (India) Limited, the Transferor Company into JBF Industries Limited , the Transferee Company. 3. Counsels appearing on behalf of the Petitioners have 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 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 Creditors and Shareholders and Public. However, in paragraph 6 of the said Affidavit, the Regional Director submits that the Transferee Company may be directed to furnish the Fairness Opinion from an independent merchant banker on the valuation done by the valuers as required by SEBI Press Release No.165/ 2008 dated 4th September, 2008. 5. As per the directions of the Regional Director in paragraph 6 of the Affidavit, the Petitioner has tendered the copy of Fairness Opinion given by the independent merchant bankers, Centrum Capital Limited for JBF Industries Limited and Saffron Capital Advisors Private Limited for Microsynth Fabrics (India) Limited on 21st October, 2008, in respect of the valuation done by the valuers in the Hon’ble High Court of Judicature at Bombay. 2 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 is not prejudicial to the interests of the creditors and the shareholders and the public. 7. There is no further objection to the Scheme, save and except, as stated in paragraph 4 herein and since all the requisite statutory compliances have been fulfilled, Company Petition No.762 of 2008 filed by the Transferor Company is made absolute in terms of prayer clause (a) and Company Petition No.763 of 2008 filed by the Transferee Company is made absolute in terms of prayer clause (a). 8. The Transferor 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 of obtaining the authenticated and/or certified copy of the order. 9 The Petitioners in both the Company Petitions to pay cost of Rs.7500/- each to the Regional Director. The Petitioner in Company Petition No.762 of 2008 to pay to the Official Liquidator a sum of Rs.7500/- towards his Costs. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 3 11. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J.) 4