1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.954 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.1248 OF 2007 In the matter of Scheme of Amalgamation of HAMES INDUSTRIES PRIVATE LIMITED, SCADY INDUSTRIES PRIVATE LIMITED, and ESPRIT SWITCHGEAR PRIVATE LIMITED with STELMEC LIMITED HAMES INDUSTRIES PRIVATE LIMITED ……First Transferor Company. AND COMPANY PETITION NO.955 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.1249 OF 2007 SCADY INDUSTRIES PRIVATE LIMITED ….. Second Transferor Company. AND COMPANY PETITION NO.956 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.1250 OF 2007 ESPRIT SWITCHGEAR PRIVATE LIMITED …..Third Transferor Company. AND COMPANY PETITION NO.957 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.1251 OF 2007 STELMEC LIMITED …….Transferee Company. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners. 2 Mr. S. Ramakantha Dy. O.L., in CP No. 954 of 2007, 955 of 2007 and 956 of 2007. Mr. C. J. Joy i/b S.K. Mohapatra for R.D. in CP No.957/2007 CORAM: A.M.KHANWILKAR, J. DATE : 15th February 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a sanctioning the Scheme of Amalgamation of HAMES INDUSTRIES PRIVATE LIMITED, the First Transferor Company, SCADY INDUSTRIES PRIVATE LIMITED, the Second Transferor Company, ESPRIT SWITCHGEAR PRIVATE LIMITED, the Third Transferor Company with STELMEC LIMITED, the Transferee Company . 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per the directions of this Hon’ble Court and they have filed necessary affidavits of compliance in this Court. However, Petitioner Company also undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956. 4. The Regional Director has filed his Affidavit and in paragraph 6 of the said affidavit, the Regional Director has stated that the Petitioner Company may be directed to furnish an undertaking as regards compliance with Accounting Standard 14 issued by the Institute of Chartered Accountants of India. The Counsel appearing for the Petitioner undertakes that necessary disclosure requirements under the said Accounting Standard 14 would be complied with and the said undertaking is accepted. 5. The counsel of the companies inform the Court that the Petitioner shall comply with the provisions of law as upheld by the Court of Law. 6. 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 nor contrary to any public policy. None of the parties concerned has come 3 forward to oppose the scheme. Moreover, both the Regional Director and the Official Liquidator have stated that the scheme as proposed is not prejudicial to the interest of share holders or creditors and the public . 7. There is no objection to the scheme save and except as stated herein above and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 954 of 2007, 955 of 2007 and 956 of 2007 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (k) and Company Petition No. 958 of 2007 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (l). 8. The Petitioner Companies to lodge a 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 certified copy and/or an authenticated copy of the order . 9. The Petitioners in all the Company Petitions to pay cost of Rs.5000/- each to the Regional Director and to the Official Liquidator by the Petitioner in the Petition filed by the Transferor companies. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order duly authenticated by the Registry. (A. M. Khanwilkar, J.)