IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.510 OF 2009 Connected with COMPANY APPLICATION NO.623 OF 2009 In the matter of the Companies Act, 1956 And In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation between Panam Enterprises Private Limited And Evershine Aluminium Products Private Limited With Salco Extrusions Private Limited. PANAM ENTERPRISES PRIVATE LIMITED. ..Petitioner / Transferor Company AND COMPANY PETITION NO.511 OF 2009 Connected with COMPANY APPLICATION NO.624 OF 2009 EVERSHINE ALUMINIUM PRODUCTS PRIVATE LIMITED. ...Petitioner / Transferor Company 1 AND COMPANY PETITION NO.512 OF 2009 Connected with COMPANY APPLICATION NO.625 OF 2009 SALCO EXTRUSIONS PRIVATE LIMITED. ..Petitioner/Transferee Company Mr. Sunil Kadam Advocate for the Petitioners Mr. M. Chandanamuthu, Official Liquidator in Company Petitions Nos. 510 and 511 of 2009 Mr. C. J. Joy and Mr. Y. R. Mishra i/b Mr. S. K Mohapatra for Regional Directors in all matters. CORAM : S. J. Kathawalla J. DATE : 4th September, 2009. P.C.: 1 Heard learned counsel for the parties. 2 The sanction of the court is sought under Section 391 to 394 of the Companies Act, 1956 to a scheme of Amalgamation of Panam Enterprises Private Limited and Evershine Aluminium Products Private Limited (The Transferor Companies) with Salco Extrusions Private Limited (The Transferee Company). 3 Counsel appearing on behalf of the Petitioners 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 statutory 2 requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4 The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial interest of shareholders and public. 5 The Official Liquidator has filed his Report in Company Petition No.510 of 2009 and 511 of 2009 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies 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 interest of share holders or creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Companies have 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.510 of 2009 and 511 of 2009 filed by the Transferor Companies and Company Petition No.512 of 2009 filed by the Transferee Company are made absolute in terms of prayer clauses (a) of the respective Petition. 8 The Transferee Company 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 3 stamp duty payable, if any, on the same within 30 days from the date of the order. 9 The Petitioners in all the Company Petitions to pay Cost of Rs.7,500/- each to the Regional Director. The Petitioners in Company Petition Nos.510 of 2009 and 511 of 2009 to pay cost of Rs.7,500/- each to the Official Liquidator Costs to be paid within four weeks from 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 along with the scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla J.) 4