IN THE HIGH COURT OF JUDICTURE AT BOMBAY ORIDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO: 487 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO: 327 OF 2010 Prabha Export Private Limited ….. Petitioner / Transferor Company. AND COMPANY SCHEME PETITION NO: 486 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO: 328 OF 2010 Prabha Engineering Private Limited …… Petitioner / Transferee Company. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of Companies Act, 1956; AND In the matter of Scheme of Amalgamation and Arrangement of Prabha Exports Private Limited with Prabha Engineering Private Limited. Mr. Rahul D. Oak, Advocate for the Petitioners in both Petitions. Mr. N. D. Sharma i/b Mr. S.K. Mohapatra for Regional Director in both Petitions. 2 Dr. T. Pandian, Dy. Official Liquidator, present in CSP N o.487of 2010. CORAM: S. J. Kathawalla, J. DATE: 22nd October, 2010. 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 and Arrangement of PRABHA EXPORT PRIVATE LIMITED with PRABHA ENGINEERING PRIVATE LIMITED. 3. Counsel appearing on behalf of the Petitioners states 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, Petitioner Companies undertake 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 his Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of Shareholders and public. 5. The Official Liquidator has filed a report in Company Scheme Petition No. 487 of 2010 stating that the affairs of the Transferor Company have been conducted in a proper 3 manner and that the Transferor Company may be ordered to be dissolved. 6. 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 have come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 487 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (h) and Company Scheme Petition No. 486 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (g). 8. The Petitioner company undertakes to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), 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. 9. The Petitioner Companies in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner Company in the Company Scheme Petition No. 487 of 2010 to pay costs of 4 Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from 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 along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)