IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.370 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.190 OF 2009 In the matter of Companies Act,1956 And In the matter of Sections 391 to 394 and 100 of the Companies Act,1956. And In the matter of Scheme of Arrangement and Amalgamation of 1. Aptek Computers Pvt. Ltd., 2. Aptek Electronics Pvt. Ltd. 3. M.J.Holdings & Leasing Ltd., With M. J. Exports Pvt. Ltd. And Their respective Shareholders Aptek Electronics Pvt. Ltd. .. Petitioner/1st Transferor Company AND 1 COMPANY PETITION NO.371 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.189 OF 2009 Aptek Computers Pvt. Ltd. .. Petitioner/2nd Transferor Company AND COMPANY PETITION NO.372 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.191 OF 2009 M. J. Holdings & Leasing Ltd. .. Petitioner/3rd Transferor Company AND COMPANY PETITION NO.373 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.192 OF 2009 M. J. Exports Pvt. Ltd. .. Petitioner/ Transferee Company CORAM : S. J. KATHAWALLA J DATE: 31ST JULY 2009 Mrs. Madhuri V. Gaikwad- Advocate for Petitioners. Mr. M. Chandanmuthu, Dy.Official Liquidator in Company Petition no.370 of 2009 to 373 of 2009 present. Mr. C. J. Joy, Ms. Neeta Masurkar and Mr. S. D. Bhosle i/b Mr. S. K. Mohapatra for the Regional Director. 2 P.C. 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 and 100 of the Companies Act, 1956 to a Scheme of Arrangement for Amalgamation of (Aptek Electronics Pvt. Ltd.) (2nd Transferor Company) and (Aptek Computers Pvt. Ltd.) (1st Transferor Company) and (M.J.Holdings & Leasing Ltd.,) (3rd Transferor Company) with M. J. Exports Pvt. Ltd. (Transferee Company) and their respective Shareholders and Creditors. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all the 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 Statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed his affidavit stating therein that the Scheme is not prejudicial to the interest of Shareholders and public. 5. The Official Liquidator has filed his report in Company Petition no.370 of 2009 to 373 of 2009 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the said Transferor Companies may be ordered to be dissolved. 6. Upon perusal of the entire 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 any public policy. 3 7. There is no objection to the Scheme, and since all the requisite statutory compliances have been fulfilled, Company Petition no.370 of 2009 to 372 of 2009 are made absolute in terms of prayer clauses (a) to (g) and Company Petition no. 373 of 2009 is made absolute in terms of prayer clauses (a) to (g). 8. The Transferee Company to lodge copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, Bombay with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days from the date of the Order. 9. The Petitioners in all the Petitions to pay cost of Rs.7500/- each to the Regional Director. Petitioners in Company Petition nos.370 of 2009 to 373 of 2009 to pay cost of Rs.7500/- each to the Official Liquidator. Costs to be paid within four weeks today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order with Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J) 4