1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.201 OF 2009 WITH COMPANY APPLICATION NO.39 OF 2009 Lloyds Metals & Engineers Ltd. .. Petitioner Demerged Co. WITH COMPANY PETITION NO.202 OF 2009 WITH COMPANY APPLICATION NO.40 OF 2009 Lloyds Line Pipes Ltd. .. Petitioner/ Resulting Co. Mr.Rajesh Shah i/b. Rajesh Shah & Co. for petitioners Mr.C.J.Joy i/b. Mr.S.K.Mohapatra for Regional Director in C.P.No.201 & 202 of 2009. CORAM : S.C.DHARMADHIKARI, J. DATE : 24th April 2009. P.C. 2 . 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 Arrangement between Lloyds Metals and Engineers Ltd., the Demerged Company with Lloyds Line Pipes Ltd., the Resulting 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, 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 an 3 Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and public. So far paragraph 6 of his affidavit is concerned, the Counsel appearing for the Resulting Company undertakes to comply with the requirement of the provisions of Section 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary stamp duty and ROC fees if any, applicable. The said undertaking is accepted. 5. 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 has come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interest of shareholders, creditors. 4 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.201 of 2009 filed by the Demerged Company and Company petition No.202 of 2009 filed by the Resulting Company are made absolute in terms of prayer clauses (a) to (d) of both petitions. 7. The petitioner companies to lodge a copy of this order and the scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 8. The petitioners in both the Company Petitions to pay cost of Rs.7500/- each to the Regional Director. Costs to be paid within four weeks from today. 5 9. Filing and issuance of the drawn up order is dispensed with. 10. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.C.Dharmadhikari, J)