1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 467 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 351 OF 2010 Jabil Circuit Technology India Private Limited….Petitioner AND COMPANY SCHEME PETITION NO 468 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 352 OF 2010 Jabil Circuit India Private Limited……...Petitioner 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 of Jabil Circuit Technology India Private Limited (Transferor Company) with Jabil Circuit India Private Limited (Transferee Company) and their respective shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners. Dr. T. Pandian Dy. Official Liquidator in Company Scheme Petition Nos. 467 of 2010. Ms. J.N Pandhi i/b Mr. S. K. Mohapatra for Regional Director in all Petitions. 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 a Scheme of Amalgamation of Jabil Circuit Technology India Private Limited (Transferor Company) with Jabil Circuit India Private Limited (Transferee Company) and their Respective Shareholders. 2 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6(a) of the said affidavit, the scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit, the Regional Director has stated that: (a) That the Deponent further submits, the entire share capital of the Transferor and Transferee Company are held by foreign body corporate. Hence for the allotment of new shares by Transferee Company to foreign body corporate that the Transferor and Transferee Company may be directed to comply with RBI/FEMA Guidelines, if any applicable in this regard. 5. The Petitioners through their Counsel undertakes that the Transferor and Transferee Company will comply with RBI/FEMA Guidelines, if any applicable. The said Undertaking is accepted. 6. The Official Liquidator has filed a report stating therein 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 3 contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No 467 of 2010; Company Scheme Petition No 468 of 2010 are made absolute in terms of prayer clause (a) of the respective petitions. 9. The Petitioners 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 order. 10. The Petitioners in all Petitions to pay costs of Rs.10,000/- each to the Regional Director and Petitioners in Company Scheme Petition Nos. 467 of 2010 and Company Scheme Petition No 468 of 2010 to pay costs of Rs. 10,000/- each to the Official Liquidator. 11. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay (S.J. KATHAWALLA, J)