1 IN THE HIGH COURT OF JUDICATURE OF BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.704 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.634 OF 2010 P.B. Agro Private Limited …. Petitioner / Transferor Company / WITH COMPANY SCHEME PETITION NO.705 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.635 OF 2010 EKS Filter Technik (India) Pvt. Ltd. …Petitioner / Transferee Company / In the matter of Companies Act, 1956 (1 of 1956) And In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of P.B. Agro Private Limited …..Transferor Company WITH EKS Filter Technik (India) Private Limited ....Transferee Company Mr. Jitendra Singh, Advocate for the Petitioner Mr. C.J. Joy and Mr. N. D. Sharma i/b Mr. H. P. Chaturvedi for Regional Director Dr. T. Pandian, Official Liquidator, present in CSP No.704 of 2010 2 CORAM: S.J. VAZIFDAR, J. DATE: 29th April 2011 P.C.: 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 P. B. AGRO PRIVATE LIMITED, the Transferor Company with EKS FILTER TECHNIK (INDIA) PRIVATE LIMITED, the Transferee Company. 3. The Counsel appearing on behalf of the Petitioner 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 Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that it appears that the Scheme is not prejudicial to the interest of shareholders and public. 3 4. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have been conducted in a proper manner and the Transferor Company may be ordered to dissolved. 5. From the material on record, the scheme appears to be fair and reasonable and is not violative of any provision of law and is also not contrary to public policy. None of the parties concerned has come forward to oppose the same. 6. Since all the requisite statutory compliance has been fulfilled Company Scheme Petition Nos.704 of 2010 and 705 of 2010 are made absolute in terms of prayer clauses (a) to (f) of the respective Petitions. 7. The Petitioner Companies to lodge a copy of this order alongwith 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 of the date of the order. 8. Both Petitioners companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in Company Scheme 4 Petition No.704 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 9. Filing and Issuance of drawn up order is dispensed with. 10. All concerned authorities to act on a copy of this Order duly authenticated by the Company Registrar, High Court, Bombay. (S. J. VAZIFDAR, J.)