1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 358 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 285 OF 2011 ANSA PACKAGING PRODUCTS PRIVATE LIMITED ….Petitioner / Transferor Company WITH COMPANY SCHEME PETITION NO. 359 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 286 OF 2011 ANSAPACK PRIVATE LIMITED …..Petitioner / Transferee Company In the matter of the Companies Act, 1956; AND In the matter of Sections 391 to 394 read with Sections 78 and 100 of the Companies Act, 1956; In the matter of Scheme of Arrangement between Ansa Packaging Products Private Limited (“Transferor Company”) And Ansapack Private Limited (“Transferee Company”) And Their respective shareholders Mr. Rajesh Shah i /b. Rajesh Shah & Co., Advocates for the Petitioners in both Petitions. Dr. T. Pandian, Official Liquidator present in Company Scheme Petition No. 358 of 2011. Ms. J.N. Pandhi i/b Mr. H.P Chaturvedi for Regional Director in both Petitions. 2 CORAM: S. C. DHARMADHIKARI J. DATE: 26TH AUGUST, 2011 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Arrangement between Ansa Packaging Products Private Limited, Transferor Company and Ansapack Private Limited, Transferee Company and their respective shareholders for the amalgamation of Ansa Packaging Products Private Limited with Ansapack Private Limited and cancellation / reduction of share capital of Ansapack Private Limited and utilization of Securities Premium Account of Ansapack Private Limited as more particularly set out in the Scheme under Sections 391 to 394 read with Sections 78 and 100 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioners have 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 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 Official Liquidator has filed his report in Company Scheme Petition No. 358 of 2011 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 3 5. The Regional Director has filed his affidavit stating therein that it appears that the scheme is not prejudicial to the interest of the shareholders and the public. 6. From the material placed 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 has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled; the Company Scheme Petition No. 358 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) and the Company Scheme Petition No. 359 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (d). 8. The Petitioner Companies 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 Petitioners in the Company Scheme Petitions No. 358 of 2011 and 359 of 2011 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition No 358 of 2011 to pay costs of 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. 4 11. All authorities concerned to act on a copy of this order along with Scheme and Form of Minutes duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. C. DHARMADHIKARI J.)