IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.1070 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.971 OF 2009 In the matter of Scheme of Arrangement between Horizon Offshore Services (India) Private Limited and Anchor Offshore Services Limited and their Respective Shareholders and Creditors Horizon Offshore Services (India) Private Limited ……Petitioner (Transferor Company) WITH COMPANY PETITION NO.1071 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.972 OF 2009 Anchor Offshore Services Limited ….Petitioner (Transferee Company) Mr. Prashant Uchil, Advocate for the Petitioners Mr. P Ramarao, Official Liquidator in C.P. No 1070 of 2009 Mr. Ashish Agarwal i/b Mr. S. K. Mohapatra for Regional Director in both the Petitions. CORAM: S. J. Kathawalla, J. DATE : 12th March, 2010 P.C.: 1. Heard learned counsel for the parties. 1 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement of M/s. Horizon Offshore Services (India) Private Limited, the Transferor Company with M/s. Anchor Offshore Services Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all statutory requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the said affidavit the Scheme does not appear to be prejudicial to the interest of shareholders and public. The paragraph 6 of the said affidavit reads thus : “That the deponent respectfully submits that, the Transferee Company has accepted the deposit from Mrs. Sujata N Chanillo, thereby the provision of section 58 A is violated. In this regard the company has undertaken to compound the 2 said offence vide their letter dated 04/03/2010 and the same is enclosed and marked as Exhibit ‘D’ ” 5. The Counsel appearing for the Petitioner Company on behalf of the said Company undertakes to compound the said offence. The said undertaking is accepted. 6. The Official Liquidator has filed a report in Company Petition No.1070 of 2009 stating that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. From the 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 public policy. None of the parties concerned has come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, the Company Petition No.1070 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (j). Company Petition No.1071 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (j). 3 9. The Petitioner Companies to lodge a 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 of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 10. The Petitioners in both the Company Petitions to pay costs of Rs.7500/- each to the Regional Director, Western Region, Mumbai, and to the Official Liquidator, High Court, Bombay, by the Petitioner in the Petition filed by the Transferor Companies. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J) 4