IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 872 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 972 OF 2007 In the matter of Section 391 to 394 of the Companies Act, 1956 (1 of 1956) And In the matter of Scheme of Arrangement among Mipak Plastics Private Limited and Fender Consultants Private Limited and their respective Shareholders Mipak Plastics Private Limited …Petitioner/Transferor Company WITH COMPANY PETITION NO.873 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 973 OF 2007 Fender Consultants Private Limited …Petitioner/Transferee Company Ms. Alpana Ghone i/b Dave & Girish & Co., Advocates for the Petitioner Ms. Heena P. Shah i/b S.K. Mohapatra for R.D. in all matters. CORAM : A.M. KHANWILKAR J. DATE : 1st February 2008 PC: 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 Arrangement among Mipak Plastics Private Limited, 1 the Transferor Company and Fender Consultants Private Limited, the Transferee Company and their respective Shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all statutory requirements as per directions of this Hon’ble Court and have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed an affidavit stating thereby that the Scheme is not prejudicial to the interest of Shareholders and Creditors and public. 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. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.872 of 2007 filed by the Transferor Company are made absolute in terms of prayer clauses (a) to (g). Company Petition No.873 of 2007 filed by the Transferee Company i.e. the Resulting Company is made absolute in terms of prayer clause (a) to (g). 7. The Transferee Company 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 all the Company Petitions to pay cost of Rs.5000/- to the Regional Director in the Petition filed by the Transferor and Transferee Company. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Registry. 2 (A.M. KHANWILKAR J.) 3