1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.65 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.34 OF 2008 PLEXION TECHNOLOGIES (INDIA ) PRIVATE LIMITED ……. Transferor Company. WITH COMPANY PETITION NO.66 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.35 OF 2008 MAHINDRA ENGINEERING DESIGN & DEVELOPMENT COMPANY LIMITED …….. Transferee Company. In the matter of Scheme of Amalgamation of Plexion Technologies (India) Private Limited with Mahindra Engineering Design & Development Company Limited and their respective shareholders. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners. Mr. S. Ramakantha Dy. Official Liquidator, in CP No. 65 of 2008. Ms. Nisha Valani i/b S.K. Mohapatra for Regional Director in both Petitions. CORAM: A. M. KHANWILKAR, J. DATE : 14th March, 2008 PC: 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 the Scheme of Amalgamation of Plexion Technologies (India) Private Limited (“the Transferor Company”) 2 with Mahindra Engineering Design & Development Company Limited (“the Transferee Company”) and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners have 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. However, Petitioner Company also undertakes 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, shareholders and public. So far paragraph 6 of his Affidavit is concerned the counsel appearing for the Petitioner undertakes that necessary disclosure requirements under the Accounting Standard 14 would be complied with and he also undertake to comply with the requirement of the provisions of section 17 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies. 5. The Official Liquidator has filed report in Company Petition No.65 of 2008 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. 3 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 has come forward to oppose the Scheme. Moreover, both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is in the interest of share holders, creditors and the public. 7. There is no 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.65 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d). Company Petition No.66 of 2008 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 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 the Petitioner in Company Petition No 65 of 2008 filed by the Transferor Company to pay the Official Liquidator a sum of Rs.5000/-. Costs to be paid within four weeks from 4 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.)