1 IN THE HIG H COUR T OF JUDIC A T U R E AT BO M B A Y ORDI N A R Y ORIGI N A L CIVI L JURISDI C T I O N CO MP A N Y PETITI O N NO 875 OF 2009 CON N E C T E D WIT H CO MP A N Y APPLI C A T I O N NO 1055 OF 2009 Prisma Roctools Private Limited...Petitioner AN D CO MP A N Y PETITI O N NO 876 OF 2009 CON N E C T E D WIT H CO MP A N Y APPLI C A T I O N NO 1056 OF 2009 Focus Rocbit Private Limited...Petitioner In the matter of the Companies Act, 1956 (1 of 1956); AN D In the matter of Sections 391 to 394 of the Companies Act, 1956; AN D In the matter of Scheme of Amalgamation of Prisma Roctools Private Limited and Focus Rocbit Private Limited with Atlas Copco (India) Limited and their Respective Members Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioners. Mr. P. Rama Rao, Official Liquidator. Mr.A. R. Varma i/b Mr. S. K. Mohapatra for Regional Director in both the petitions COR A M : Dr. D.Y. CHA N D R A C H U D . J DA TE: 18 TH DECE M B E R 2009 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 a Scheme of Amalgamation of Prisma Roctools Private Limited and Focus Rocbit Private Limited with Atlas Copco (India) Limited and their Respective Members. The Petitioner Companies are 100% subsidiaries of Atlas Copco (India) Limited, the Transferee Company. 2 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 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 the shareholders and public. 5. The Official Liquidator has filed a report in the aforesaid Company Petitions stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies 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, the Company Petition No. 875 of 2009 and the Company Petition No. 876 of 2009 are made absolute in terms of prayer clause (a) . 8. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O. S.), 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 order. 9. The Petitioners in both the Company Petitions to pay costs of Rs.7500/- each to the Regional Director and to the Official Liquidator. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 3 11. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay (DR. D. Y. CHA N D R A C H U D J.)