IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 353 OF 2010 Connected with COMPANY SUMMONS FOR DIRECTION NO. 326 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of Sections 391 and 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of Alpha Project Services Private Limited with Zeppelin Systems India Private Limited ZEPPELIN SYSTEMS INDIA PRIVATE LIMITED ….Petitioner (Transferee Company) CORAM: S. J. KATHAWALLA, J. DATED: 22nd October, 2010 Mr. Satyan S. Israni for the Petitioner. Ms. J. N. Pandhi, i.b/ S. K. Mohopatra, for the Regional Director. P.C. 1. Heard learned Counsel for the parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Alpha Project 2 Services Private Limited, the Transferor Company with Zeppelin Systems India Private Limited, the Transferee Company. 3. The Counsel appearing on behalf of the Petitioner has stated that they have complied with all the requirements as per the directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Company also undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertakings are accepted. 4. The Regional Director has filed his Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, the Scheme does not appear to be prejudicial to the interest of the shareholders and the public. In paragraph 6 of his Affidavit, the Regional Director has observed that:- “The Registered Office of the Transferor Company is situated in the State of Gujarat and the Transferor Company has also filed similar petition before the Hon’ble High Court of Ahmadabad. The scheme may be approved subject to similar approval is obtained from the Hon’ble High court of Ahmadabad by Transferor Company.” 5. In the response to the above, the Counsel on behalf of the Petitioner Company states that the proposed Scheme filed by the Transferor Company has also been sanctioned by High Court of Gujarat on 30th September, 2010. 3 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 have come forward to oppose the Scheme. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 353 of 2010 filed by the Transferee Company is made absolute in terms of prayers (a) to (k). 8. The Transferee Company to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court, 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 Transferee Company to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order alongwith the scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. KATHAWALLA, J.)