1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.226 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.186 OF 2008 Kodak Graphic Communications India Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.227 OF 2008 WITH COMPANY APPLICATION NO.187 OF 2008 Kodak India Pvt.Ltd. .. Petitioner Mr.Harinder Toor along with Ms.Renuka Shetty i/b. Crawford Bayley & Co. for petitioners Mr.S.Ramakantha, Dy.O.L. present Mr.C.J.Joy and Ms.Leena Patil i/b. Mr.S.K.Mohapatra for R.D. CORAM : S.C.DHARMADHIKARI, J. DATE : 4th July 2008 P.C. . Heard learned Counsel for the parties. 2 2. The sanction of this Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Arrangement between Kodak Graphic Communications Idnia Pvt.Ltd. and Kodak India pvt.Ltd. and their respective shareholders involving amalgamation and re-organisation/ re-construction of capital of Kodak India Pvt.Ltd. 3. Counsel appearing on behalf of the petitioner companies 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, the petitioner companies also undertake to comply with all the 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 3 prejudicial to the interest of creditors and shareholders and public. 5. The Official Liquidator has filed the report in Company Petition No.226 of 2008 stating that the affairs of the Transferor has been conducted in a proper manner and that the Transferor company may be ordered to be dissolved. 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 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 as proposed is not prejudicial to the interests of the shareholders and the creditors and public and the Official Liquidator has stated that the affairs of the Transferor Company has 4 been conducted in a proper manner. 7. There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.226 of 2008 and 227 of 2008 filed by the Transferor and the Transferee company respectively are made absolute in terms of prayer clauses (a) to (f). 8. The transferee company 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 this order. 9. The petitioners in both the company petitions to pay cost of Rs.5000/- each to the Regional Director. Petitioner in Company Petition No.226 of 2008 to pay to the Official 5 Liquidator, High Court, Bombay a sum of Rs.5000/-. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. All authorities concerned to act on a copy of this order along with scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.C.Dharmadhikari, J)