-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.368 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.552 OF 20O8 IN THE MATTER OF Scheme Of Arrangement of Aker Powergas Systems Private Limited (formerly known as Powergas Information Technology Services Private Limited) with Aker Powergas Private Limited and their respective shareholders and creditors. Aker Powergas Systems Private Limited ... Petitioner/Transferor Company Mr.Harinder Toor alongwith Ms Renuka Shetty i/b Crawford Bayley & Co., for the Petitioners. Mr.S.Ramakantha, Dy. Official Liquidator. Ms Purnima Awasthi i/b. Mr.S.K.Mohopatra for Regional Director. CORAM : S.A.BOBDE, J. -: 2 :- DATE : 25th July, 2008. P.C.: 1. Heard learned counsel for the Parties. 2. The sanction of this Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Arrangement between of Aker Powergas Systems Private Limited with Aker Powergas Private Limited and their respective shareholders and creditors. 3. The abovenamed Petitioner Company is a Transferor Company. No separate Petition for sanctioning the Scheme is filed by Aker Powergas Private Ltd., the Transferee Company as per the Order passed by this Court on 11th April, 2008 in Company Application No.552 of 2008 in view of the judgement of this Court in Mahaamba Investment Ltd. v/s IDI Limited (2007) 105 Company Cases, page 16 to 18. 4. By an Order dated 27th June, 2008 passed by this Court in Company Application No.856 of 2008, the name of the Petitioner Company is changed and amended from "Aker Kvaerner Powergas Systems Private Limited" to "Aker Powergas Systems Private Limited" and the name of the Transferee Company is also changed from "Aker Kvaerner Powergas Private Limited" to "Aker Powergas Private -: 3 :- Limited". 5. Counsel appearing on behalf of the Petitioner Company 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 Company also undertakes to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 6. The Regional Director has filed Affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 7. The Official Liquidator has filed the report stating that the affairs of the Petitioner/Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 8. 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 interests of -: 4 :- the shareholders and the creditors and public and the Official Liquidator has stated that the affairs of the Transferor Company has been conducted in a proper manner. 9. There is no objection to the Scheme and since all the requisite statutory compliances have been filfilled, Company Petition No.368 of 2008 filed by the Petitioner/Transferor Company is made absolute in terms of prayer clauses (a) to (g). 10. The Petitioner 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 this Order. 11. The Petitioner in the Company Petition to pay cost of Rs.7,500/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. 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 alongwith scheme duly authenticated by the Company -: 5 :- Registrar, High Court bombay. S.A. BOBDE, J.