1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.259 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.138 OF 2011 PARTICLE BOARDS INDIA LIMITED ……Petitioner / Transferor Company AND COMPANY SCHEME PETITION NO.260 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.139 OF 2011 NITCO LIMITED ……Petitioner / Transferee Company In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of Particle Boards India Limited (Transferor Company’) WITH Nitco Limited (Transferee Company’) AND their Respective Shareholders and Creditors Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., Advocates for the Petitioners. Dr. T. Pandian, Official Liquidator, present in the Company Scheme Petition No.259 of 2011. Ms. Jyotsna Pandhi i/b Mr. H.P. Chaturvedi for Regional Director in both Petitions. CORAM: S. J. Kathawalla, J. DATE: 8th July, 2011 PC: 1. Heard counsels for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Particle Boards India Limited, the Transferor Company, with Nitco Limited, the Transferee Company, and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that 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 undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his report in Company Scheme Petition No.259 of 2011 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. From the 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 public policy. None of the parties concerned have come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.259 of 2011, filed by the Transferor Company, is made absolute in terms of prayer clauses (a) to (d) and 3 Company Scheme Petition No.260 of 2011, filed by the Transferee Company, is made absolute in terms of prayer clauses (a) to (c). 8. The Petitioner Companies 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. 9. The Petitioners in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No.259 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the 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 along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. KATHAWALLA, J)